<PAGE>   1

                                                                   EXHIBIT 10.ba

                                      LEASE


         THIS INDENTURE OF LEASE dated February 15th, 2001, by and between Rosa
Point II, LLC (or its assignee), owner of the Facility (as hereinafter defined),
hereinafter referred to as "Landlord" and SBS Technologies, Inc., hereinafter
referred to as "Tenant."

                                   WITNESSETH:

         FOR AND IN CONSIDERATION of the rents and covenants hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

                                   DATA SHEET

         The following terms as used in this Lease shall have the meanings set
forth in this Section, unless otherwise specifically modified by provisions of
this Lease:

         (a) Facility or Project: The Building and the Property including all
appurtenant easements and Landlord's personal property used in connection with
the Building or Property located therein and thereon, subject to the Ground
Lease.

         (b) Building: The approximately ninety thousand (90,000) rentable
square foot Building located on the Property and the street address of which is
401 Charmany Drive, Madison, Wisconsin 53719. The rentable square footage of the
Building shall be verified and/or adjusted based on Computer Aided Design (CAD)
takeoff of the final construction drawings of the Building.

         (c) Property: The real Property, described on Exhibit A, upon which the
Building shall be situated, which Property is leased by Landlord pursuant to the
Ground Lease.

         (d) Premises: The area on the Second Floor of the Building outlined on
Exhibit B. Landlord and Tenant hereby agree that for all purposes under this
agreement, the Premises contains seven thousand one hundred and sixty-five
(7,165) square feet. The Landlord's responsibility for finishing the Building
and the Premises are as set forth on Exhibit B hereof.

         (e) Commencement Date: May 1, 2001, or such later date as provided in
Article IV.

         (f) Initial Term: Five (5) years commencing on the Commencement Date as
defined in Section 4.03 hereof.




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<PAGE>   2



         (g) Term: Unless the provisions of this Lease or the context requires
otherwise, the word "Term" as used in this Lease shall mean the Initial Term and
the Extended Term(s) (as provided in Section 4.06 hereof), if any, to the extent
the Extended Term(s) is/are exercised.

         (h) Rent: Unless the provisions of this Lease or the context requires
otherwise, the term "Rent" as used in this Lease shall mean Base Rent and
Additional Rent.

         (i) Base Rent:


<TABLE>
<CAPTION>

                   With respect to the                             Annual Base Rent
                    following periods                              Per Square Foot
                       of the Term                               shall be as follows
                   -------------------                           -------------------
<S>                                                              <C>
           May 1, 2001, through May 31, 2001                            $  0.00
           June 1, 2001, through April 30, 2002                         $ 15.00
           May 1, 2002, through April 30, 2003                          $ 15.50
           May 1, 2003, through April 30, 2004                          $ 16.00
           May 1, 2004, through April 30, 2005                          $ 16.50
           May 1, 2005, through April 30, 2006                          $ 17.00
</TABLE>

         (j) Additional Rent: The term "Additional Rent" shall mean and include
Tenant's Share of Operating Expenses, (as defined in Section 2.02 (A)(i)),
Tenant's Share of Taxes (as defined in Section 2.02 (A)(ii)), Tenant's Share of
Utilities (as defined in Section 2.02 (A(iii)), and Service Charges (as defined
in Section 2.02 (F)).

         (k) Security Deposit: None.

         (l) Permitted Use: Professional Offices for sales and hardware and
software engineering, development and testing.

         (m) Notice and Payment Addresses:

             Landlord:  Rosa Point II, LLC
                        Attn: R. Michael Campbell
                        1100 W. Northwest Highway, Suite 216
                        Mt. Prospect, IL  60056



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             Copies of Notices:

                        Attorney Thomas W. Shellander
                        Eustice, Laffey & Shellander, S.C.
                        100 Wilburn Road, Suite 202
                        PO Box 590
                        Sun Prairie, WI 53590-0590
                        Phone: (608) 837-7386
                        Fax:   (608) 837-0304


             Tenant:    SBS Technologies, Inc.
                        2400 Louisiana Blvd. NE
                        AFC Building 5 #600
                        Albuquerque, New Mexico 87110
                        Attn: James E. Dixon
                        Phone: (505) 875-0600
                        Fax:   (505) 875-0404

             With a copy to:

                        Bruce E. Castle, Esq.
                        Vogel Campbell Blueher & Castle, P.C.
                        6100 Uptown Boulevard NE, Suite 500
                        Albuquerque, New Mexico 87110-4143
                        Phone: (505) 884-8444
                        Fax:   (505) 875-9021

         (n) Lease Year: The twelve-month period commencing January 1 and ending
December 31, adjusted for partial Lease Years during which the Term commences
and terminates.

         (o) Broker: Advantage Osborne, LLC.

         (p) Exhibits: The following Exhibits are attached to this Lease and are
incorporated herein by reference:

             Exhibit A - Legal Description of the Property.
             Exhibit B - Floor Plan of the Premises & Base Building Requirements
                         and Tenant Improvement Cost
             Exhibit C - Rules and Regulations
             Exhibit D - Services
             Exhibit E - Work Letter


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<PAGE>   4


         (q) Ground Lease: That certain Ground Lease (for a term of fifty (50)
years with two (2) twenty (20) year options to renew) dated November 16, 1999,
which is styled "University Research Park Ground Lease" by and between
University Research Park, Incorporated, a Wisconsin nonprofit corporation, as
Landlord and Rosa Point, LLC, a Wisconsin Limited Liability Company, as Tenant,
for the lease of the Property. Tenant hereby acknowledges that this Lease is
subject to the Ground Lease and that has received a copy of the Ground Lease
prior to the execution of this Lease. Landlord agrees to comply with all terms
of the Ground Lease throughout the term of this Lease and to provide to Tenant
promptly upon receipt of any notice of default or the occurrence of any event
that with notice or the passage of time or both might become a default under the
Ground Lease.

                                    ARTICLE 1
                                    BASE RENT

         1.01 Rent Reserved and Monthly Payments. In consideration of the
leasing of the Premises, Tenant agrees to pay to Landlord without setoff,
deduction or demand, at the address set forth in the Data Sheet, or at such
other place as Landlord from time to time may designate in writing, the Base
Rent as provided in this Section 1.01. The Annual Base Rent shall be determined
by multiplying the number of square feet in the Premises by the annual Base Rent
per square foot set forth in the Data Sheet. The Monthly Base Rent shall be
determined by dividing the Annual Base Rent by twelve (12). Tenant shall pay
Landlord the Monthly Base Rent in advance on the first day of each and every
month during the Term commencing on the Commencement Date. If the Term commences
on a date other than the first day of a calendar month, Monthly Base Rent for
such partial month, as the case may be, shall be obtained by multiplying the
number of days in the Term within such month by a fraction, the numerator of
which is the Monthly Base Rent and the denominator of which is the number of
days in such month.

                                   ARTICLE II
                                 ADDITIONAL RENT

         2.01 Additional Rent. In addition to the Base Rent payable by Tenant
under the provisions of Article I hereof, Tenant shall pay to Landlord,
commencing on the Commencement Date and on the first day of each and every month
of the Term, "Additional Rent" as hereinafter provided. The term "Additional
Rent" shall mean and include Tenant's Share of Operating Expenses (as defined in
Section 2.02 (A)(i)), Tenant's Share of Taxes (as defined in Section 2.02
(A)(ii)), Tenant's Share of Utilities (as defined in Section 2.02 (A)(iii)), and
Tenant's Share of Service Charges (as defined in Section 2.02 (F)). Subject to
reimbursement hereunder, Landlord shall pay Operating Expenses, Taxes, Utilities
and Service Charges before they become delinquent.


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<PAGE>   5


Landlord shall pay all Ground Lease Rent, without reimbursement, before the same
becomes delinquent.

         2.02 Definitions. For purposes of this Article II, the parties hereto
agree upon the following definitions:

                  A. The Tenant's Share of Operating Expenses, Tenant's Share of
Taxes, and Tenant's Share of Utilities, shall be determined each Lease Year as
follows:

                           (i) Tenant's Share of Operating Expenses shall be
determined by multiplying both Operating Expenses (as defined in Section 2.02
(B) hereof) by the percentage that the square footage of the Premises is of the
total rentable square footage in the Building.

                           (ii) Tenant's Share of Taxes shall be determined by
multiplying Taxes (as defined in Section 2.02 (C) hereof) by the percentage that
the square footage of the Premises is of total rentable square footage of the
Building.

                           (iii) Tenant's Share of Utilities shall be determined
by multiplying utilities (as defined in Section 2.02(E) hereof) by the
percentage that the square footage of the Premises is of the total leased
rentable square footage of the Building.

                           (Iv) The square footage of common areas of the
Building shall not be taken into account when determining Tenant's Share of
Operating Expenses, Tenant's Share of Taxes, and Tenant's Share of Utilities, as
provided in Subsections (i), (ii), and (iii) of this Subsection (A), it being
the intention of the parties that all of such expenses be allocated to rentable
space in the Building.

                           (v) Should any of the percentages in Subsections (i),
(ii), and (iii) of this Subsection (A) change during a Lease Year, it shall be
averaged by applicable days, and the prorated percentage shall be the applicable
percentage for that Lease year.

                  B. (1) The term "Operating Expenses" shall mean and include
all expenses incurred with respect to the maintenance, administration and
operation of the Facility as determined by Landlord's accountant in accordance
with generally accepted accounting principles consistently followed, including,
but not limited to insurance premiums (including payment of commercially
reasonable deductibles and co-insurance payments), maintenance and repair costs;
window washing, cleaning and janitorial services, wages payable to employees of
Landlord whose duties are related directly to the operation, administration, and
maintenance of the Property and Facility; amounts paid to contractors or
subcontractors for work or services performed related directly to the operation,
administration, and maintenance of the Property and Facility; all costs of


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<PAGE>   6



uniforms, supplies and materials used in direct support of the operation,
administration, and maintenance of the Property and Facility; all payroll taxes,
unemployment insurance costs, vacation allowances, and the cost of providing
disability insurance or benefits, pensions, profit sharing benefits,
hospitalization, retirement or other so-called fringe benefits; and any other
expense imposed on Landlord, pursuant to law or pursuant to any collective
bargaining agreement covering such employees; reasonable attorney's fees and
costs in connection with appeal or contest of real estate or other taxes or
levies; and such other expenses as may be ordinarily incurred in the operation,
administration, and maintenance of an office complex and not specifically set
forth herein; and assessments attributable to the Facility on account of costs
incurred by any business park association for the business park in which the
Facility is located. Operating Expenses shall be reduced by reimbursements,
credits, discounts, reductions, refunds or other allowances received by Landlord
for items of cost included in an Operating Expense, excluding reimbursements to
Landlord by Tenant under this Lease or by any other tenant under any other
lease(s) which affect the Facility.

                           (2) Except as provided in Subsection (3) of the
Subsection (B), the term "Operating Expenses" shall not include any capital
improvements to the Facility (including costs to remedy defects in the original
construction of the Building) other than normal maintenance and repair, nor
shall it include repairs, restoration or other work occasioned by the exercise
of the right of eminent domain or by fire, windstorm or other insured casualty;
expenses incurred in leasing to or procuring tenants (including, without
limitation, advertising and promotion expenditures and attorneys fees
attributable to lease negotiations); costs that are separately billed to tenants
and for which Landlord receives reimbursement; leasing commissions; costs and
expenses for improving or renovating space for tenants; legal expenses incident
to enforcement by Landlord of the terms of any lease; interest or principal
payments on any mortgage or other indebtedness of Landlord; depreciation
allowance or expense; attorneys' fees, cost and disbursements and other expenses
incurred in connection with negotiations or disputes with tenants or other
occupants of the Building or other property of the Landlord; any expense in
connection with services or other benefits of a type or quality which Tenant is
not entitled to receive under this Lease but which are provided without
reimbursement by direct payment to another tenant or occupant of the Building;
costs due to violation by Landlord or its agent of the terms and conditions of
any lease or of any law, statute, ordinance, or of any insurance rating bureau
or other quasi-public authority, or of any debt agreement or the Ground Lease;
Ground Lease Rent; property management fees shall be limited to five percent
(5%) of rent and Operating Expenses (exclusive of such management fees) and all
other management and owner salary compensation should be excluded; any expense
for which Landlord is compensated by proceeds through insurance; any cost paid
to any person or entity related to Landlord which is in excess of the amount
which would be paid absent such relationship; any cost for any facility other
than the Facility. Landlord shall use its best efforts to cause Operating
Expenses to be commercially reasonable.


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<PAGE>   7


                           (3) Notwithstanding the foregoing, in the event
Landlord installs equipment in or makes improvements or alterations to the
Facility that are for the purpose of reducing energy costs, maintenance costs or
other Operating Expenses or that are required under any governmental laws,
regulations, or ordinances which were not required at the Commencement Date of
the Term of this Lease and are not incurred to correct defects in the original
construction of the Building, Landlord may include in Operating Expenses
reasonable charges for interest on such investment and reasonable charges for
depreciation on the same so as to amortize such investment over the reasonable
life of such equipment, improvement or alteration on a straight line basis.
Operating Expenses shall also be deemed to include expenses incurred by Landlord
in connection with the maintenance of city sidewalks adjacent to the Property or
expenses incurred by Landlord in connection with any other public facility to
which Landlord or the Facility is from time to time subject in connection with
operations of the Property and Facility.

                  C. The term "Taxes" shall mean and include all personal
property taxes of Landlord relating to Landlord's personal property located at
the Facility and used or useful in connection with the operation and maintenance
thereof, real estate taxes, and installments of special assessments, including
interest thereon, levied or assessed against the Facility, and all other
governmental charges, general and special, ordinary and extraordinary, foreseen
as well as unforeseen, of any kind and nature whatsoever, or other tax, however
described, that is levied or assessed against the Facility by the United States
of America or the state in which the Facility is located or any political
subdivision thereof, against Landlord or all or any part of the Facility and
which become due and payable during the respective Lease Year. The term "Taxes"
shall specifically include all personal property taxes relating to Landlord's
personal property located at the Facility and used or useful in connection with
the operation and maintenance thereof and real estate taxes relating to the
Facility payable by Landlord under the Ground Lease during the respective Lease
Year. It shall not include any gross receipts, net income tax, estate tax,
inheritance tax, penalties or interest for late payment of real estate or
personal property taxes.

                  D. The term "Ground Lease Rent" shall mean and include all
rent and other amounts payable during the term of this Lease by Landlord or
Landlord's successors and assigns under the Ground Lease (excluding real estate
and personal property taxes which are included in Taxes as provided in Section
2.02 (C).

                  E. The term "Utilities" shall mean and include all costs and
expenses associated with electricity, steam, water, sewer, gas, fuel, lighting,
trash and rubbish removal, and any other utility charges used on or about the
Facility, excluding any such utility expenses which are billed separately to any
tenant of the Facility.


                                      -7-
<PAGE>   8


                  F. The term "Service Charges" shall mean all amounts or fees
payable by Tenant under this Lease other than Base Rent, Tenant's Share of
Operating Expenses, Tenant's Share of Taxes and Tenant's Share of Utilities and
shall include any taxes due to Landlord under Section 2.06 or 2.07 below.
Landlord reserves the right to contract for services which will be consumed
within the Premises separately with those providing such services. To the extent
Landlord contracts separately for services to be consumed within the Premises,
Tenant shall be billed for such services as a Service Charge.

         2.03 Additional Rent Estimates. Landlord shall estimate for each such
Lease Year (i) the total amount of Operating Expenses; (ii) the total amount of
Taxes; (iii) the total amount of Utilities; (iv) the total amount of Service
Charges Payable by the Tenant. Said estimate shall be in writing and Landlord
shall use reasonable efforts to deliver or mail same to Tenant at the Premises
within ninety (90) days of the close of each Lease Year. Landlord may adjust
such estimates from time to time during the Lease Year.

         2.04 Payment of Additional Rent Estimates. Tenant shall pay the
Additional Rent so estimated, in equal monthly installments, in advance, on the
first day of each month during each applicable Lease Year. In the event that
said estimate is delivered to Tenant after the first day of January of the
applicable Lease Year, said amount, so estimated, shall be payable as Additional
Rent, in equal monthly installments, in advance, on the first day of each month
over the balance of such Lease Year, with the number of installments being equal
to the number of full calendar months remaining in such Lease Year.

         2.05 Annual Determination of Additional Rent. Upon completion of each
Lease Year, Landlord shall determine the actual amount of Operating Expenses,
Taxes, Utilities and Service Charges for such Lease Year and Tenant's Share
thereof and deliver a written, itemized certification of the amounts thereof to
Tenant not later than 120 days after the end of such Lease Year. If Tenant has
paid less than Tenant's Share of Operating Expenses, Tenant's Share of Taxes,
Tenant's Share of Utilities, and Service Charges payable by Tenant for any Lease
Year, Tenant shall pay the balance of the same within thirty (30) days after the
receipt of such statement. If Tenant has paid more than Tenant's Share of
Operating Expenses, Tenant's Share of Taxes, Tenant's Share of Utilities, and
Service Charges for any Lease Year, Landlord shall credit such excess against
the most current monthly installment or installments due Landlord for Additional
Rent estimates. A pro rata adjustment shall be made for a fractional Lease Year
occurring during the Term of this Lease or any renewal or extension thereof
based upon the number of days of the Term of this Lease during said Lease Year
as compared to three hundred sixty-five (365) days and all additional sums
payable by Tenant or credits due Tenant as a result of the provisions of this
Article II shall be adjusted accordingly. Landlord shall provide Tenant with
supporting calculations for determining the Additional Rent and copies of
documentation supporting


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Landlord's calculations of Additional Rent upon request by Tenant. Landlord
reserves the right to charge Tenant for the cost of copying documents which
Landlord provides to Tenant under this Section. If, after an audit by Tenant of
Additional Rent documentation for any Lease Year, it is determined that Tenant
was overcharged or undercharged for Additional Rent in any Lease Year (i) any
overcharge shall be credited against the amount Tenant owes for Landlord for
current or future Additional Rent or if this Lease has terminated, such
overcharge shall be credited by Landlord against any payments Tenant then owes
Landlord unless Tenant does not then owe Landlord any payments or the amount of
the overcharge exceeds the amount of the payments Tenant owes Landlord, in which
case Landlord shall immediately refund the net amount of the overcharge to
Tenant, and (ii) any undercharge shall immediately be paid by Tenant to
Landlord. If, after an audit by tenant of Additional Rent documentation for any
Lease Year, Tenant 's Additional Rent for such Lease Year is adjusted in
Tenant's favor by more than five percent (5%) of the Additional Rent paid by
Tenant during such Lease Year due to an error committed by Landlord or
Landlord's agent, Landlord shall pay to Tenant the amount reasonably incurred by
Tenant to conduct such audit or review of the Additional Rent documentation for
such Lease Year. Notwithstanding the foregoing, no adjustment to Additional Rent
payable by Tenant hereunder for any overcharge or undercharge in the amount of
Additional Rent paid by Tenant in any Lease Year disclosed by an audit of
Additional Rent Documentation shall be made unless notice of the amount of the
overcharge or undercharge is given by Landlord or Tenant to the other within One
(1) year after the end of such Lease Year; provided however, such time
limitation shall not apply to a continuing error for up to Two (2) Lease Years
prior to the Lease Year in which the error was discovered.

         2.06 Rental Taxes. Further, Tenant shall pay, also as Additional Rent,
any tax or excise on Rents, gross receipts tax, or other tax, however described,
which is levied or assessed by the United States of America or the state in
which the Facility is located or any political subdivision thereof, against
Landlord in respect to the Rent or other charges reserved under this Lease or as
a result of Landlord's receipt of such Rents or other charges accruing under
this Lease, all of which shall herein be termed "Rental Taxes"; provided,
however, Tenant shall have no obligation to pay net income taxes of Landlord.

         2.07 Tenant's Taxes. Tenant shall pay, prior to delinquency, all taxes
assessed or levied upon its occupancy of the Premises, or upon the trade
fixtures, furnishings, equipment and all other personal property of Tenant
located in the Premises, and when possible, Tenant shall cause such trade
fixtures, furnishing, equipment and other personal property to be assessed and
filed separately from the property of Landlord. In the event any or all of
Tenant's trade fixtures, furnishings, equipment or other personal property, or
Tenant's occupancy of the Premises, shall be assessed and taxed with the
property of Landlord, Tenant shall pay to Landlord its share of such Taxes
within twenty (20) days after delivery to Tenant by Landlord of a


                                      -9-
<PAGE>   10



statement in writing setting forth the amount of such Taxes applicable to
Tenant's personal property. Landlord shall provide supporting documentation for
such Taxes upon request by Tenant.

                                   ARTICLE III
                        OVERDUE AMOUNTS; RENT INDEPENDENT

         3.01 Payment of Rent. Any Rent or any other charges to be paid by
Tenant accruing under the provisions of this Lease that are not paid within ten
(10) days after becoming due, shall bear interest at the rate of two (2) points
over the quoted prime rate of interest quoted in the Wall Street Journal per
annum from the date when the same is due until the same shall be paid, but if
such rate exceeds the maximum interest rate permitted by law, such rate shall be
reduced to the highest rate allowed by law under the circumstances. Tenant's
covenants to pay Rent is independent of any other covenant, condition, provision
or agreement herein contained. Tenant shall have ten (10) days from the Rent due
date to make all payments without penalty.

         3.02 No Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent stipulated herein shall be deemed to
be other than on account of the earliest stipulated Rent, nor shall any
endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction and Landlord shall accept
such check or payment without prejudice to Landlord's right to recover the
balance of the Rent or pursue any other remedy in this Lease.

                                   ARTICLE IV
                      TERM, COMMENCEMENT, AND IMPROVEMENTS

         4.01 Demise. Landlord hereby demises and leases to Tenant and Tenant
hereby rents and takes from Landlord the Premises for the Term and subject to
and with the benefit of the terms, covenants and conditions of this Lease to be
occupied and used by Tenant solely for the Permitted Use stated on the Data
Sheet and for no other purpose. Landlord shall have the right to grant exclusive
rights to parties in the Facility to conduct any particular business or
undertaking in the Facility that does not materially interfere with Tenant's use
of the Premises. Tenant shall use the Premises solely for the Permitted Use set
forth in the Data Sheet. Tenant shall not use or permit, or suffer the use of,
the Premises for any other purpose. Tenant shall not permit any business to be
operated in or from the Premises by any concessionaire or licensee without the
prior written consent of Landlord. In the event Tenant uses, permits or suffers
the use of the Premises for any other purpose than the Permitted Use set forth
in the Data Sheet, Tenant shall be in breach of this Lease in which case
Landlord may, in its sole option, after notice and opportunity to cure such
breach as provided in Section 14.03 hereof,


                                      -10-
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terminate this Lease and pursue any remedies permitted under this Lease and
under the laws of the State of Wisconsin.

         4.02 Tenant Improvements. Landlord represents and warrants that the
Premises currently conforms with the Base Building Requirements referred to in
Exhibit B hereof. Landlord shall complete the common areas of the Building in
conformance with Exhibit B hereof. Landlord and Tenant acknowledge that Landlord
on behalf of Tenant, at Landlord's sole expense, will be improving the Premises
prior to Tenant's occupancy of it as provided in the Work Letter at Exhibit E
hereof (the "Initial Tenant Improvements"); provided, however, Tenant shall pay,
prior to its occupying the Premises, the cost of all Work beyond that called for
in the plans and specifications attached to Exhibit E, which is occasioned by
the change orders requested by Tenant in writing. Tenant shall pay for the extra
tenant improvements shown as Extras 1 through 4 on Exhibit F attached hereto.
All Initial Tenant Improvements shall comply with the provisions of Article VIII
hereof. Tenant shall have access to the Premises upon the execution of this
Lease for the purposes of constructing any additional Tenant improvements and
not less than 30 days prior to completion of Landlord-constructed Tenant
Improvements for installation of data and communications equipment, cabling, and
security system, and furniture. Landlord will use its best efforts to complete
the Tenant Improvements to be constructed by Landlord as shown on Exhibit E
hereof not later than April 30, 2001. In the event such deadline is missed, the
Commencement Date of this Lease, the dates for payment of Rent under this Lease,
and the Term of this Lease shall be extended on a day-for-day basis through the
date of completion. Notwithstanding anything in this Lease to the contrary,
Tenant shall not make any structural changes to the Building. For example,
Tenant shall not make any holes in any concrete floors or exterior walls or the
roof of the building or interfere in any way with any supporting beams in the
Building. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
PURPOSE IN CONNECTION WITH THE INITIAL TENANT IMPROVEMENTS. Landlord hereby
assigns all warranties, if any, supplied by the contractor(s) which construct
the Initial Tenant Improvements to Tenant until the end of the Term whereupon
all such warranties shall automatically be deemed reassigned back to Landlord,
and Landlord covenants and agrees to cooperate with Tenant during the Term in
the enforcement in such warranties.

         4.03 Commencement Date. Tenant shall have and hold the Premises,
without any liability or obligation on the part of Landlord to make any
alterations, improvements or repairs of any kind in or about the Premises,
except as expressly provided herein, for the Term set forth on the Data Sheet
unless sooner terminated in the manner provided herein. Subject to Section 4.02
above, the Term shall commence on the Commencement Date as set forth in the Data
Sheet. If Landlord shall be unable to give possession of the Premises on the
Commencement Date because the


                                      -11-
<PAGE>   12


construction of the common areas of Facility have not been sufficiently
completed to make the Premises ready for occupancy, or for any other reason,
Landlord shall not be subject to any claims, damages or liabilities for the
failure to give possession on said date. Under said circumstances, the
Commencement Date shall be the date the Premises are ready for occupancy. The
failure of Landlord to give possession of the Premises to Tenant and complete
Landlord's Tenant Improvements as described in Section 4.02 above by the
Commencement Date shall in no way affect the validity of this Lease or the
obligations of Tenant hereunder unless not completed by June 1, 2001, in which
case Tenant shall have the right to terminate this Lease. If Tenant is given and
accepts possession of the Premises on a date earlier than the Commencement Date
specified, the Rent reserved herein and all covenants, agreements and
obligations herein and the Term of this Lease shall commence on the date that
possession of the Premises is given to Tenant. Tenant may have access to the
Premises upon the execution of this Lease for the purpose of installing Tenant's
Tenant Improvements, fixtures and furniture and other items supplied by Tenant
and no rent shall be payable during such time.

         4.04 Acceptance of Premises. The acceptance of possession by Tenant
shall be deemed to conclusively establish that the Premises and all other
improvements of the Facility required to be constructed by Landlord for use
thereof by Tenant hereunder have been completed unless Tenant notifies Landlord
in writing within thirty (30) days after the Commencement Date as to any items
not completed or which are defective. Tenant shall have access to the Premises
24-hours-per-day, seven-days-per-week.

         4.05 Confirmation of Commencement Date and Term. Within thirty (30)
days after the Commencement Date, the Landlord and Tenant shall confirm the
Commencement Date and the date the Initial Term expires in writing.

         4.06 Option to Extend. Provided Tenant is not then in default under
this Lease, Tenant shall have the right and option to extend the Initial Term of
this Lease for three (3) successive periods of three (3) years each (the
"Extended Terms"), the Extended Terms to commence immediately upon the
expiration of the Initial Term. Such option shall be exercised by delivery of
written notice by Tenant to Landlord not less than one hundred twenty (120) days
and no more than two hundred forty (240) days prior to the expiration of the
Initial Term and, if applicable, the first and second Extended Terms. During the
Extended Terms, all of the terms, covenants and conditions of this Lease shall
remain in full force and effect, except:

         A. during the first year of the first Extended Term, Annual Base Rent
shall increase by three percent (3%) over the Annual Base Rent in effect during
the immediately previous year plus the product derived from multiplying: (i) the
amount by which Annual Ground Lease Rent (as defined in Section 2.02(D) hereof)
in effect at the beginning of the first Extended Term has increased over the
Annual Ground Lease Rent


                                      -12-
<PAGE>   13



in effect at the execution of this Lease by (ii) the percentage that the square
footage of the Premises is of total rentable square footage of the Building; and

         B. during the first year of the second and third Extended Terms, Annual
Base Rent shall increase by three percent (3%) over the Annual Base Rent in
effect during the immediately previous year plus the product derived from
multiplying: (i) the amount by which Annual Ground Lease Rent (as defined in
Section 2.02(D) hereof) in effect at the beginning of each such Extended Term
has increased over the Annual Ground Lease Rent in effect at the beginning of
the immediately preceding Extended Term by (ii) the percentage that the square
footage of the Premises is of total rentable square footage of the Building; and

         C. during the second and third years of each of Extended Terms, Annual
Base Rent shall increase by three percent (3%) over the Annual Base Rent in
effect during the immediately previous year; and

         D. there shall be no option to extend this Lease beyond the third
Extended Term.

                                    ARTICLE V
                                    SERVICES

         5.01 Landlord's Services. Subject to including the cost thereof in
Article II, Landlord shall provide services as stated in Exhibit D, without
further charge except as expressly stated otherwise. If Tenant's hours of
operation exceed those set forth in Exhibit D, Landlord shall be entitled to
charge Tenant an amount equal to one hundred ten percent (110%) of the cost of
all Utilities and other services consumed during hours which exceed Tenant's
normal hours as set forth in Exhibit D. The security system Landlord will
provide for the Building is described in Exhibit B of this Lease. If Tenant
desires further security services, such services shall be procured by Tenant at
Tenant's sole expense.

         5.02 Interruption of Services. No interruption in, or temporary
stoppage of, any of the aforesaid services caused by repairs, renewals,
improvements, alterations, strikes, lockouts, labor controversy, accidents,
inability to obtain fuel or supplies or other causes shall be deemed an eviction
or disturbance of Tenant's use and possession, or render Landlord liable for
damages, by abatement of Rent or otherwise or relieve Tenant from any obligation
herein set forth, unless caused by Landlord's negligent or intentional act or
omission. In no event shall Landlord be required to provide any heat, air
conditioning, electricity or other service in excess of that permitted by
involuntary guidelines or laws, ordinances or regulations of governmental
authority.


                                      -13-
<PAGE>   14



         5.03 Adjustment to Operating Expenses. Anything in this Lease to the
contrary notwithstanding, Landlord shall have the right to specially assess
Tenant a Service Charge for additional services or other items of Operating
Expenses (and shall reduce the total of Operating Expenses accordingly) to the
extent Tenant's use or consumption thereof due to hours of operation, equipment
operated from the Premises, or other reasons, reasonably warrant such
assessment. Upon written request by Tenant, Landlord shall provide backup
information to support such assessment.

                                   ARTICLE VI
                                    INSURANCE

         6.01 Landlord's Insurance.

                  A. Landlord's Casualty Insurance. Landlord shall, as a portion
of Operating Expenses, keep the Facility insured for the benefit of Landlord in
an amount equivalent to the full replacement value thereof (excluding
foundation, grading and excavation costs) against (i) loss or damage by fire;
and (ii) such other risk or risks of a similar or dissimilar nature as are now,
or may in the future be, customarily covered including, but not limited to,
windstorms, hail, explosions, vandalism, theft, malicious mischief, civil
commotion, and such other coverage deemed necessary by Landlord, providing such
additional coverage is such as is customarily carried with respect to buildings
and improvements similar in construction, general location, use, occupancy and
design to the Facility. Such casualty insurance may include provisions insuring
Landlord against loss of Rent. These insurance provisions shall in no way limit
or modify any of the obligations of Tenant under any provision of this Lease.

                  B. Landlord's Liability Insurance. Landlord shall, as a
portion of the Operating Expenses, maintain, for its benefit and the benefit of
its managing agent, general public liability insurance against claims for
personal injury, death or property damage occurring upon, in or about the
Facility with liability limits which Landlord shall from time to time reasonably
determine, but in no event shall such liability limits be less than One Million
Dollars ($1,000,000) per each occurrence and Two Million Dollars ($2,000,000) in
general aggregate.

         6.02 Tenant's Insurance.

                  A. Tenant's Casualty Insurance. Tenant shall be responsible
for keeping all of its machinery, equipment, furniture, fixtures, personal
property (including also property under the care, custody, or control of Tenant)
and business interests that may be located in, upon, or about the Premises
insured for the benefit of Tenant in an amount deemed reasonable by Tenant
against (i) loss or damage by fire; and (ii) such other risk or risks of a
similar or dissimilar nature as are now, or may in the future be, customarily
covered including, but not limited to, windstorms, hail, explosions,


                                      -14-
<PAGE>   15



vandalism, theft, malicious mischief, civil commotion, and such other coverage
as Tenant may deem appropriate or necessary. Tenant understands that the
insurance carried by Landlord does not cover the risk of loss or damage to
Tenant's property, equipment or fixtures.

                  B. Tenant's Liability Insurance. Tenant shall, at Tenant's
sole cost and expense, maintain general public liability insurance against
claims for bodily and personal injury, death or property damage occurring upon,
in or about the Premises, such insurance to afford protection to Tenant, to the
limit of not less than One Million Dollars ($1,000,000) per each occurrence, and
to the limit of not less than Two Million Dollars ($2,000,000) in general
aggregate. A certificate of such insurance shall be delivered to Landlord on or
prior to the Commencement Date.

         6.03 Releases and Indemnity.

                  A. Tenant's Indemnification. Tenant hereby agrees to indemnify
and save Landlord, its agents, contractors, servants, employees and its managing
agent harmless against and from any and all claims, loss, damage and expense by
or on behalf of any person or persons, firm or firms, corporation or
corporations, entity or entities, arising from any breach or default on the part
of Tenant in the performance of any covenant or agreement on the part of Tenant
to be performed, pursuant to the terms of this Lease, or arising from any
wrongful act or negligence on the part of Tenant or its agents, contractors,
servants, employees or licensees, or arising from any accident, injury or damage
to the extent caused by Tenant, its agents, contractors, servants and employees
to any person, firm, corporation or entity occurring during the Term of this
Lease, or any renewal thereof, in or about the Premises and Facility, and from
and against all costs, reasonable counsel fees, expenses and liabilities
incurred in or about any such claim or action or proceeding brought against
Landlord, its agents, contractors, servants, employees or its managing agent by
reason of any such claim, Tenant, upon notice from Landlord, covenants to resist
or defend such action or proceeding.

                  B. Landlord's Indemnification. Landlord hereby agrees to
indemnify and save Tenant, its agents, contractors, servants, employees and its
managing agent harmless against and from any and all claims by or on behalf of
any person or persons, firm or firms, corporation or corporations, entity or
entities, arising from any breach or default on the part of Landlord in the
performance of any covenant or agreement on the part of Landlord to be
performed, pursuant to the terms of this Lease, or arising from any wrongful act
or negligence on the part of Landlord or its agents, contractors, servants, or
employees, or arising from any accident, injury or damage to the extent caused
by Landlord, its agents, contractors, servants and employees to any person,
firm, corporation or entity other than Tenant, or its employees or agent,
occurring during the Term of this Lease or any renewal thereof, in or about the
Premises and Facility,

                                      -15-


<PAGE>   16


and from and against all costs, reasonable counsel fees, expenses and
liabilities incurred in or about any such claim or action or proceeding brought
thereon; and in any case any action or proceeding be brought against Tenant, its
agents, contractors, servants, employees or its managing agent by reason of any
such claim Landlord, upon notice from Tenant, covenants to resist or defend such
action or proceeding by counsel reasonably satisfactory to Tenant.

                  C. Tenant's Waiver. Tenant agrees, to the extent not expressly
prohibited by law, that Landlord, its agents, contractors, employees and
servants shall not be liable, and Tenant waives all claims for damage to
property and business sustained during the Term of this Lease by Tenant
occurring in or about the Facility, resulting directly or indirectly from any
existing or future condition, defect, matter or thing in the Premises, the
Facility, or any part thereof, or from equipment or appurtenances becoming out
of repair or from accident, or from any occurrence or act or omission of
Landlord, its agents, contractors, employees or servants, or any tenant or
occupant of the Building or any other person. This Subsection shall not apply to
matters caused by the wrongful acts or negligence of Landlord or its agents,
employees, contractors and servants. This Subsection shall apply especially, but
not exclusively, to damage caused as aforesaid or by the flooding of basements
or other subsurface areas, or by refrigerators, sprinkling devices, air
conditioning apparatus, water, snow, frost, steam, excessive heat or cold,
falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or
leaking of pipes or plumbing fixtures, and shall apply equally, whether any such
damage results from the act or omission of other tenants or occupants in the
Facility or any other persons (other than Landlord), and whether such damage be
caused by or result from any of the aforesaid, or shall be caused by or result
from other circumstances of a similar or dissimilar nature.

                  D. Tenant's Property. All property on or about the Facility or
the Premises belonging to Tenant, its agents, employees, invitees or otherwise
located at the Premises, shall be at the risk of Tenant only, and Landlord shall
not be liable for damage thereto or theft, misappropriation or loss thereof and
Tenant agrees to defend and hold Landlord, its agents, employees and servants
harmless and indemnify them against claims and liability for injuries to or
arising out of such property, except to the extent such claims or liability
result from the negligence or willful acts of Landlord, its agents, contractors,
employees, servants and its managing agent.

                  E. Releases. Landlord and Tenant each agree that such policy
or policies of insurance for loss or damage by fire or other risks shall permit
releases of liability as herein provided and shall include a waiver of
subrogation clause as to Tenant and Landlord respectively. Each party hereto
waives, releases and discharges the other party from all claims or demands
whatsoever for which there is insurance coverage (including self-insurance)
which the waiving party may have arising out of damage to or destruction of the
waiving party's property or loss of use thereof

                                      -16-
<PAGE>   17



occasioned by fire of other casualty, which such claim or demand may arise
because of the negligence or fault of the other party, its agents, employees,
customers or business invitee, or otherwise and the waiving party agrees to look
to its insurance coverage (including self-insurance) only in the event of such
loss.

         6.04 Increase in Fire Insurance. Tenant agrees that it will not keep,
use, sell or offer for sale in or upon the Premises any article which may be
prohibited by the standard form of fire insurance policy. If Tenant's occupancy
causes any increase in premiums for fire or casualty insurance for the Building,
or any part thereof, above the rate of the least hazardous type of occupancy
legally permitted in the Premises, Tenant shall pay the additional premium on
such insurance.

                                   ARTICLE VII
                       CERTAIN RIGHTS RESERVED BY LANDLORD

         7.01 Rights Reserved. Landlord reserves the following rights
exercisable without notice and without liability to Tenant and without effecting
an eviction, constructive or actual, or disturbance of Tenant's use or
possession, or giving rise to any claim for setoff or abatement of Rent:

                  A. To control, install, affix and maintain any and all signs
on the Property, or on the exterior of the Facility and in the corridors,
entrances and other common areas thereof, except those signs within the Premises
not visible from outside the Premises.

                  B. To reasonably designate, limit, restrict and control any
service in or to the Facility, including, but not limited to, the designation of
sources from which Tenant may obtain sign painting and lettering. Any
restriction, designation, limitation or control imposed by reason of this
Subsection shall be imposed uniformly on Tenant and other tenants occupying
space in the Facility.

                  C. To retain at all times keys to all doors within and into
the Premises. No locks shall be changed without the prior written consent of
Landlord. This provision shall not apply to Tenant's safes, or other areas
maintained by Tenant for the safety and security of monies, securities,
negotiable instruments or like items.

                  D. To make repairs, alterations, additions, or improvements,
whether structural or otherwise, in and about the Facility, or any part thereof;
and for such purposes to enter upon the Premises (but only upon twenty four
hours notice to tenant, except in emergencies or for cleaning when no notice
shall be required) and during the continuation of any of said work, to
temporarily close doors, entry ways, public spaces, and corridors in the
Facility and to interrupt or temporarily suspend services and


                                      -17-
<PAGE>   18



facilities. Landlord shall take reasonable precautions so as to minimize the
unnecessary interruption of Tenant's business.

                  E. To restrict or prohibit vending or dispensing machines of
any kind in or about the Premises except any such machines that are within the
Premises and not visible from outside the Premises.

                  F. To approve the weight, size and location of safes and other
heavy equipment and articles in and about the Premises and the Facility and to
require all such items to be moved into and out of the Facility and the Premises
only at such times and in such manner as Landlord shall direct in writing. Such
approval shall not be unreasonably withheld, conditioned or delayed.

                                  ARTICLE VIII
                          ALTERATIONS AND IMPROVEMENTS

         8.01 Alterations. Tenant shall not make any improvements, alterations,
additions or installations in or to the Premises (hereinafter referred to as the
"Work") without Landlord's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. Notwithstanding the preceding
sentence, Tenant need not obtain Landlords consent to Work in any single
instance where the projected cost of such Work is less than Ten Thousand Dollars
($10,000) but only if no part of such Work will be visible from anywhere outside
of the Premises. Along with any request for Landlord's consent and before
commencement of the Work or delivery of any materials to be used in the Work to
the Premises or into the Facility, Tenant shall furnish Landlord with plans and
specifications, names and addresses of contractors and necessary permits and
licenses. Tenant agrees to defend and hold Landlord forever harmless from any
and all claims and liabilities of any kind and description that may arise out of
or be connected in any way with said improvements, alterations, additions or
installations. All Work shall be done only by contractors or mechanics
reasonably approved by Landlord and at such time and in such manner as Landlord
may from time to time reasonably designate. All Work done by Tenant, its agents,
employees, or contractors shall be done in such a manner as to avoid labor
disputes. Except as provided in Section 4.02 hereof, Tenant shall pay the cost
of all such improvements, alterations, additions or installations and also the
cost for restoring, or repairing the Premises and the Facility occasioned by
such improvements, alterations, additions or installations, ordinary wear and
tear excepted. Upon completion of the Work, Tenant shall furnish Landlord with
final waivers of liens. The Work shall comply with all insurance requirements
and all laws, ordinances, rules and regulations of all governmental authorities
and shall be constructed in a good and workmanlike manner. Tenant shall permit
Landlord to inspect construction operations in connection with the Work. Tenant
shall not be allowed, without Landlord's reasonable approval, to perform such
Work if such action would materially interfere with Landlord's operation of the
Facility.


                                      -18-
<PAGE>   19



         8.02 Removal of Improvements. Landlord, by written notice to Tenant,
may require Tenant to remove such Work installed by Tenant in the Premises at
Tenant's sole cost and expense, and repair or restore any damage caused by the
installation and removal of such work prior to Tenant's vacating the Premises at
the termination of this Lease; provided however, Tenant shall not be required to
remove the Initial Tenant Improvements referred to in Section 4.02 hereof.

                                   ARTICLE IX
                             REPAIRS AND MAINTENANCE

         9.01 Tenant's Duty of Repair. Subject to Article VI hereof, Tenant
shall, during the Term of this Lease, at Tenant's sole expense, keep the
Premises in as good order, condition and repair as they were at the time Tenant
took possession of the same, reasonable wear and tear and damage from fire and
other casualties excepted. Tenant shall keep the Premises in a neat condition
and shall not commit any nuisance or waste on the Premises or in, on, or about
the Facility, throw foreign substances in the plumbing facilities, or waste any
of the utilities furnished by the Landlord. All damage or injury to the
Premises, or to the Facility caused by Tenant's moving furniture, fixtures,
equipment, or other devices in or out of the Premises or Facility or by
installation or removal of furniture, fixtures, equipment, devices or other
property of Tenant, its agents, contractors, servants or employees, due to
carelessness, omission, neglect, improper conduct, or other cause of Tenant, its
servants, employees, agents, visitors, or licensees, shall be repaired, restored
and replaced promptly by Tenant at its sole cost and expense to the reasonable
satisfaction of Landlord. All repairs, restorations and replacements shall be in
quality and class equal to the original work. Tenant shall do such periodic
painting, and cleaning of the Premises as may be reasonably required by
Landlord. If Tenant refuses or neglects to repaint or repair promptly and
adequately after written demand, Landlord may make the repairs or painting
without liability to Tenant for any loss or damage that may accrue to Tenant's
property by reason thereof, and upon completion thereof, Tenant shall pay
Landlord's costs for making such repairs upon presentation of bills therefor.

         9.02 Maintenance by Landlord. Landlord shall keep and maintain the
foundations, roof, heating and air conditioning equipment, plumbing, elevators,
electrical equipment and appurtenances and structural portions of the walls of
the Premises installed by Landlord, including all windows and doors contained in
the walls which comprise the boundaries of the Premises, and all common areas in
good condition and repair, except for repairs thereto as may be required by
reason of the acts of Tenant, its employees, agents, invitees, licensees and
contractors, normal wear and tear excepted. Landlord shall keep and maintain in
good condition and repair common areas and all portions of the Building not
leased and demised to Tenants thereof.

         9.03 Right of Entry. Subject to applicable laws, Landlord or its
employees or agents shall have the right to enter the Premises at any reasonable
time or times (but


                                      -19-
<PAGE>   20



only upon twenty four hours notice to tenant, except in emergencies and for
routine cleaning when no notice shall be required) for the purpose of
inspection, cleaning, repairs, altering, or improving the same but nothing
contained herein shall be construed as imposing any obligation on Landlord to
make any repairs, alterations or improvements that are the obligation of Tenant.
Landlord shall take reasonable precautions so as to minimize the unnecessary
interruption of Tenant's business.

                                    ARTICLE X
                            ASSIGNMENT AND SUBLETTING

         10.01 Assignment by Tenant. Tenant shall not, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld, delayed
or conditioned, (i) transfer, pledge, mortgage or assign this Lease or any
interest hereunder; (ii) permit any assignment of this Lease by voluntary act,
operation of law or otherwise; (iii) sublet the Premises or any part thereof; or
(iv) permit the regular use of the Premises by any parties other than Tenant,
its affiliates, agents and employees. Tenant shall seek such written consent of
Landlord by a written request therefore delivered to Landlord at least thirty
(30) days prior to such assignment or subletting. Tenant's notice shall include
(i) all of the terms of the proposed assignment or sublease, (ii) the
consideration therefor, and (iii) the name and address of the proposed assignee
or subtenant. Tenant shall attach a true and complete copy of the proposed
assignment or sublease to such notice. Tenant shall also provide to Landlord
such additional information regarding such assignment or subletting as Landlord
reasonably deems necessary. In making Landlord's determination as to whether to
consent to any proposed sublease or to any proposed assignment of this Lease, it
shall be reasonable for Landlord to take into consideration, without limitation
by enumeration, the following factors: (i) the business reputation and credit
worthiness of the proposed subtenant or assignee; (ii) the estimated increased
pedestrian and vehicular traffic on the Premises and to the Facility which would
be generated by the proposed subtenant or assignee; and (iii) the proposed use
to be made of the Premises. Notwithstanding the foregoing, Tenant may assign
this Lease without Landlord's prior written consent and without release of
Tenant from liability under this Lease to any entity controlling, controlled by,
under common control with Tenant or any entity that acquires Tenant or Tenant's
subsidiary that is the user of the Premises or substantially all of the assets
of Tenant or Tenant's subsidiary that is the user of the Premises (collectively,
a "Tenant Affiliate").

         10.02 Change in Tenant Status. If, at any time during the Term, Tenant
or its guarantor, if any, is (i) a corporation, entity or a trust (whether or
not having shares of beneficial interest) and there shall occur any change in
the identity of any of the persons then having a controlling power in the
election or appointment of the directors, trustees or other persons exercising
like functions and managing the affairs of Tenant; or, (ii) a partnership or
association or otherwise not a natural person (and is not a corporation or
trust) and there shall occur any change in the identity of either the managing
partner or the controlling interest of such partnership or association who
comprise Tenant; then


                                      -20-
<PAGE>   21



Tenant shall notify Landlord in writing and Landlord may declare this Lease no
longer in effect, by written notice to Tenant given within ninety (90) days
after the date of such notice by Tenant. This Section 10.02 shall not apply if,
at the execution of this Lease, Tenant or Tenant's guarantor, if any, named
herein is a corporation and the outstanding voting stock thereof is listed on a
recognized securities exchange.

         10.03 Continuing Liability. No subletting or assignment of this Lease
shall release or discharge Tenant of or from any liability, whether past,
present or future, under this Lease, and Tenant shall continue fully liable
thereunder unless Landlord shall agree otherwise in writing. The subtenant or
assignee shall agree in a form satisfactory to Landlord to comply with and be
bound by all of the terms, covenants, conditions, provisions and agreements of
this Lease to the extent of the space sublet or assigned, and Tenant shall
deliver to Landlord promptly after execution an executed copy of each such
subtenant or assignee. Consent by Landlord to any assignment of this Lease or to
any subletting of the Premises shall not be a waiver of Landlord's rights under
this Article as to any subsequent assignment or subletting.

         10.04 Payment to Landlord.

                  A. Landlord will not unreasonably withhold, condition or delay
its consent to Tenant's assignment of the Lease or subletting of such space and
incidental rights to the party identified in Tenant's notice, provided, however,
that in the event Landlord consents to any such assignment or subletting, and as
a condition thereto, Tenant shall pay to Landlord fifty percent (50%) of all net
profit derived by Tenant from such assignment or subletting other than to a
Tenant Affiliate. For purposes of the foregoing, profit shall be deemed to
include, but shall not be limited to, the amount of all Rent payable by such
assignee or sublessee in excess of all Rent payable by Tenant under this Lease,
net of all reasonable expenses incurred by Tenant in obtaining said assignee or
sublessee. If a part of the consideration for such assignment or subletting
shall be payable other than in cash, the payment to Landlord shall be in cash
for its share of any non-cash consideration based upon the fair market value
thereof.

                  B. Tenant shall and hereby agrees that it will furnish to
Landlord upon request from Landlord a complete statement setting forth in detail
the computation of all profit derived and to be derived from such assignment or
subletting, such computation to be made in accordance with generally accepted
accounting principles. The percentage of Tenant's profit due Landlord hereunder
shall be paid to Landlord within fifteen (15) days of receipt by Tenant of all
payments made from time to time by such assignee or sublessee to Tenant.

         10.05 Miscellaneous. Any sale, assignment, mortgage, transfer, or
subletting of this Lease which is not in compliance with the provisions of this
Article X shall be of no effect and void. Landlord's right to assign its
interest in this Lease shall remain unqualified.

                                      -21-
<PAGE>   22


                                   ARTICLE XI
                        DAMAGE BY FIRE OR OTHER CASUALTY

         11.01 Premises Destruction. If fire or other casualty shall render the
whole or any material portion of the Premises untenantable, then

                  A. If the Premises can reasonably be expected to be made
tenantable within one hundred eighty (180) days from the date of such event,
Landlord shall repair and restore the Premises and the Facility to as near their
condition prior to the fire or other casualty as is reasonably possible within
such one hundred eighty (180) day period (subject to delays for causes beyond
Landlord's reasonable control) and notify Tenant that it will be doing so, such
notice to be mailed within thirty (30) days from the date of such damage or
destruction, and this Lease shall remain in full force and effect, but the Rent
for the period during which the Premises are untenantable shall be abated pro
rata (based upon the portion of the Premises which is untenantable), except if
more than fifty percent (50%) of the Premises is rendered untenantable, all Rent
shall abate.

                  B. If the Premises cannot reasonably be expected to be made
tenantable within one hundred eighty (180) days from the date of such event,
either Party, by notice in writing to the other mailed within thirty (30) days
from the date of such damage or destruction, may terminate this Lease effective
upon a date within thirty (30) days from the date of such notice.

         11.02 Complex Destruction. In the event that the Building is damaged or
destroyed by fire or other casualty to the extent of more than one-third (1/3)
of the value of the Building, and irrespective of whether damage or destruction
can be made tenantable within one hundred eighty (180) days thereafter, then at
Landlord's option, by written notice to Tenant, mailed within thirty (30) days
from the date of such damage or destruction, Landlord may terminate this Lease
effective upon a date within ninety (90) days from the date of such notice to
Tenant.

         11.03 Duty to Repair; Rent Abatement. If fire or other casualty shall
render the whole or any part of the Premises untenantable and the Premises
cannot reasonably be expected to be made tenantable within one hundred eighty
(180) days from the date of such event and neither party terminates this Lease
pursuant to Section 11.02 hereof; or in the event that the Building is damaged
or destroyed by fire or other casualty to the extent of more than one-third
(1/3) of the value of the Building and Landlord does not terminate this Lease
pursuant to Section 11.02 hereof, then Landlord shall repair and restore the
Premises and the Facility to as near their condition prior to the fire or other
casualty as is reasonably possible, the work to be commenced and prosecuted with
all due diligence and speed (subject to delays for causes beyond Landlord's
reasonable control), and the Rent for the period during which the Premises are
untenantable shall be abated pro rata (based upon the portion of the Premises
that is untenantable),


                                      -22-
<PAGE>   23


except if more than fifty percent (50%) of the Premises is rendered
untenantable, all Rent shall abate. In no event shall Landlord be obligated to
repair or restore any special equipment or improvements installed by Tenant at
Tenant's expense.

         11.04 Proration upon Termination. In the event of a termination of this
Lease pursuant to this Article XI, Rent, to the extent not abated, shall be
apportioned on a per diem basis and paid to the date of termination.

                                   ARTICLE XII
                                 EMINENT DOMAIN

         12.01 Public Taking. All damages except as specifically provided in
Section 12.03 hereinafter, awarded for such taking under the power of eminent
domain or any like proceedings shall belong to and be the property of Landlord,
Tenant hereby assigning to Landlord its interest, if any, in said award. In the
event that fifty percent (50%) or more of the Building area or fifty percent
(50%) or more of the value of the Facility is taken by public authority under
the power of eminent domain, then, at Landlord's option, by written notice to
Tenant, mailed within thirty (30) days from the date possession shall be taken
by such public authority, Landlord may terminate this Lease effective upon a
date within ninety (90) days from the date of such notice to Tenant.

         12.02 Tenant's Election. Further, if the whole or any material part of
the Premises or of the parking available to occupants of the Premises is taken
by public authority under the power of eminent domain, or taken in any manner
for any public or quasi-public use, so as to render the remaining portion of the
Premises unsuitable in Tenant's reasonable opinion, for the Tenant's operations,
upon delivery of possession to the condemning authority pursuant to the
proceedings, Tenant may, at its option, terminate this Lease as to the remainder
of the Premises by written notice to Landlord, such notice to be given to
Landlord within thirty (30) days after Tenant receives notice of the taking.
Tenant shall not have the right to terminate this Lease pursuant to the
preceding sentence unless (i) the business of Tenant conducted in the portion of
the Premises taken cannot in Tenant's reasonable judgment be carried on with
substantially the same utility and efficiency in the remainder of the Premises
(or any substitute space securable by Tenant pursuant to clause (ii) hereof),
and (ii) Tenant cannot secure substantially similar (in Tenant's reasonable
judgment) alternate space upon the same terms and conditions as set forth in
this Lease (including rental) from Landlord in the Facility. Any notice of
termination shall specify a date no more than one hundred twenty (120) days
after the giving of such notice as the date for such termination.

         12.03 Tenant's Damages. Anything in this Article XII to the contrary
notwithstanding, Tenant shall have the right to pursue, apply for and receive a
separate award for damages suffered solely by Tenant in the event of an eminent
domain or condemnation proceeding, including, but not limited to, (i) the cost
of moving, or of


                                      -23-
<PAGE>   24


realigning, removing and relocating Tenant's trade fixtures, equipment and
personal property, and (ii) Tenant's lost or diminished value of Tenant's
leasehold interest or any other matters which are separately compensable solely
to Tenant.

         12.04 Restoration and Rent. Anything in this Article XII to the
contrary notwithstanding, in the event of a partial condemnation of the Facility
or the Premises and this Lease is not terminated, Landlord shall, at its sole
cost and expense, restore the Premises and Facility to a complete architectural
unit and the Base Rent provided for herein during the period from and after the
date of delivery of possession pursuant to such proceedings to the termination
of this Lease shall be reduced to a sum equal to the product of the Base Rent
provided for herein multiplied by a fraction, the numerator of which is the
rentable square footage of the Premises after such taking and after the same has
been restored to a complete architectural unit, and the denominator of which is
the rentable square footage of the Premises prior to such taking.

                                  ARTICLE XIII
                              SURRENDER OF PREMISES

         13.01 Surrender by Tenant. On or before the date thirty (30) days prior
to the date Tenant vacates the Premises, Tenant shall arrange a meeting with
Landlord to review the condition of the Premises. On the last day of the Term of
this Lease, or on the sooner termination thereof, Tenant shall peaceably
surrender the Premises in good condition and repair consistent with Tenant's
duty to make repairs as herein provided, ordinary wear and tear excepted. On or
before the last day of the Term of this Lease, or the date of sooner termination
thereof, Tenant shall at its sole cost and expense, remove all of its property
and trade fixtures and equipment from the Premises and all property not removed
shall be deemed abandoned. Tenant hereby appoints Landlord its agent to remove
all property of Tenant from the Premises upon termination of this Lease and to
cause its transportation and storage for Tenant's benefit, all at the sole cost
and risk of Tenant, and Landlord shall not be liable for damage, theft,
misappropriation or loss thereof, and Landlord shall not be liable in any manner
in respect thereto except to the extent caused by Landlord's negligence. Tenant
shall pay all costs and expenses of such removal, transportation and storage.
Tenant shall leave the Premises in good order, condition and repair, reasonable
wear and tear and damage from fire and other casualty not caused by Tenant
excepted. Tenant shall reimburse Landlord upon demand for any expenses
reasonably incurred by Landlord with respect to removal, transportation, or
storage of abandoned property and with respect to restoring said Premises to
good order, condition and repair. All alterations, additions and fixtures, other
than Tenant's trade fixtures and equipment, that have been made or installed by
either Landlord or Tenant upon the Premises, shall remain the property of
Landlord and shall be surrendered with the Premises as a part thereof. If the
Premises are not surrendered at the end of the Term or sooner termination
thereof, Tenant shall indemnify Landlord against loss or liability resulting
from delay by Tenant in so surrendering the Premises, including, without
limitation, claims made by any


                                      -24-
<PAGE>   25


succeeding tenants founded on such delay and any attorneys fees resulting
therefrom. Tenant shall promptly surrender all keys for the Premises to Landlord
at the place then fixed for the payment of Rent and shall inform Landlord of
combinations on any vaults, locks and safes left on the Premises.

         13.02 Holding Over. In the event Tenant remains in possession of the
Premises after expiration of this Lease, and without the execution of a new
lease, but with Landlord's written consent, it shall be deemed to be occupying
the Premises as a Tenant from month-to-month, subject to all the provisions,
conditions and obligations of this Lease insofar as the same can be applicable
to a month-to-month tenancy, except that the Rent shall be escalated to
Landlord's then current Rent for the Premises according to Landlord's then
current rental rate schedule for prospective tenants. In the event Tenant
remains in possession of the Premises after the termination of this Lease and
without the execution of a new lease and without Landlord's written consent,
Tenant shall be deemed to be occupying the Premises without claim of right and
Tenant shall pay Landlord for all costs arising out of loss or liability
resulting from delay by Tenant in so surrendering the Premises as above provided
and shall pay a charge for each day of occupancy an amount equal to double the
Rent payable immediately prior to the termination of this Lease (on a daily
basis).

                                   ARTICLE XIV
                                     DEFAULT

         14.01 Remedies Cumulative; No Waiver. All rights and remedies of
Landlord herein enumerated shall be cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord may
lawfully be entitled in case of any breach or threatened breach of Tenant of any
provision of this Lease. The failure of Landlord to insist in any one or more
cases upon the strict performance of any of the covenants of this Lease or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or option. A receipt by Landlord
of Rent with knowledge of the breach of any covenant hereof (other than breach
of the obligation to pay the portion of such Rent paid) shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provisions of this Lease
shall be deemed to have been made unless expressed in writing and signed by
Landlord. The consent or approval of Landlord to or of any act of the Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar act
by Tenant or his successors. In addition to the other remedies in this Lease
provided, Landlord shall be entitled to the restraint by injunction of the
violation or attempted or threatened violation of the covenants, conditions and
provisions of this Lease.

         14.02 Tenant Change in Status. If, during the Term of this Lease or any
renewal Term, (i) Tenant shall make an assignment for the benefit of creditors
(but this shall not include an assignment made solely for collateral purposes),
or (ii) a voluntary


                                      -25-
<PAGE>   26


petition be filed by Tenant under any law having for its purpose the
adjudication of Tenant a bankrupt, or Tenant be adjudged a bankrupt pursuant to
an involuntary petition in bankruptcy and the same not be dismissed or stayed
within sixty (60) days of its filing, or (iii) a receiver be appointed for the
property of Tenant by reason of the insolvency of Tenant, or (iv) any department
of the state or federal government, or any officer thereof, duly authorized,
shall take possession of the business or property of Tenant by reason of the
insolvency of Tenant and such action not be stayed or terminated within sixty
(60) days thereafter, then, the occurrence of any of such contingencies shall be
deemed a breach of this Lease and this Lease shall ipso facto upon the happening
of any of said contingencies be terminated and the same shall expire as fully
and completely as if the day fixed for the termination of the Initial Term of
this Lease or any renewal thereof; as the case may be, had occurred, and Tenant
will then quit and surrender the Premises, but Tenant shall remain liable as
hereinafter provided. As used in this Section, the term "Tenant" shall also mean
any guarantor of Tenant's obligations under this Lease.

         14.03 Tenant Breach. If, during the Initial Term of this Lease or any
renewal Term, (i) Tenant defaults in any payment of the Rent expressly reserved
hereunder, or any part of the same and such default shall continue for ten (10)
days after written notice thereof by Landlord; (ii) Tenant shall default in
fulfilling any of the covenants, obligations, or agreements of this Lease (other
than the covenants for the payment of Rent payable by Tenant hereunder), or
(iii) this Lease, without the prior written consent of Landlord or except as
expressly permitted herein, shall be assigned, pledged, mortgaged, transferred,
or sublet in any manner, and such default in (ii) shall continue for thirty (30)
days after service of notice of the default by Landlord, or in the event of a
default or contingency set forth in (ii) hereinabove cannot with due diligence
be cured within a period of thirty (30) days, if Tenant fails to proceed
promptly after the service of said notice and with all due diligence to commence
to cure the same and thereafter to prosecute the curing of such default with all
due diligence (it being intended that in connection with a default not
susceptible of being cured with diligence within thirty (30) days, the time
within which Tenant is to cure the same shall be extended for such period as may
be necessary to complete the same with all due diligence), Landlord, at its
option, may pursue the remedies as set forth hereinafter.

         14.04 Remedies upon Default. In the event of a default by Tenant as set
forth hereinabove Landlord at its option may (i) terminate this Lease and upon
such termination Tenant will quit and surrender the Premises to Landlord but
Tenant shall remain liable as hereinafter provided, or (ii) without terminating
the Lease, Landlord or Landlord's agent or servant may re-enter the Premises and
remove all persons and all or any property therefrom, either by summary
dispossession proceedings or otherwise, without being liable to indictment,
prosecution, or damage therefore and repossess and enjoy the Premises, together
with all additions, alterations and improvements, without such re-entry and
repossession working a forfeiture or waiver of the Rents to be paid and the
covenants to be performed by Tenant during the full Term of this Lease.


                                      -26-
<PAGE>   27


         A. Upon termination of this Lease or expiration of Tenant's right to
occupy the Premises by reason of the happening of any of the foregoing events,
or in any other manner or circumstances whatsoever, whether with or without
legal proceedings, by reason of or based upon or arising out of a default or
breach of this Lease on the part of Tenant, Landlord may, at its option, at any
time and from time to time relet the Premises or any part or parts thereof, for
the account of Tenant or otherwise, and receive and collect the Rent therefor,
applying the same first to the payment of such expenses as Landlord may have
reasonably incurred in recovering possession of the Premises, including the
commercially reasonable attorney's fees and expenses for putting the same into
good order and condition or preparing or altering the same for re-rental to the
extent Landlord deems necessary or desirable and all other commercially
reasonable expenses, commissions and charges paid, assumed or incurred by
Landlord in or about reletting the Premises and then to the fulfillment of the
covenants of Tenant hereunder. Any such reletting herein provided for may be for
the remainder of the Initial Term or any renewal Term of this Lease, as
originally granted, or for a longer or shorter period; Landlord shall have the
right to change the character and use made of the Premises, and Landlord shall
not be required to accept any substitute tenant offered by Tenant or to observe
any instructions given by Tenant about reletting. Notwithstanding the foregoing,
Landlord agrees to use commercially reasonable efforts to re-let the Premises
and otherwise mitigate its damages.

         B. In any such case, and whether or not the Premises or any part
thereof be relet, Tenant shall pay to Landlord Rent and other charges required
to be paid by Tenant up to the later of the time of such termination of the
Lease or of such recovery of possession of the Premises by Landlord, as the case
may be, and thereafter, except in a case in which liability of Tenant (as
hereinafter provided), arises by reason of the happening of the insolvency of
Tenant, Tenant covenants and agrees, if required by Landlord, and subject to
Landlord's statutory duty to mitigate damages, to pay to Landlord until the end
of the Initial Term of this Lease, and/or any renewal Term, as the case may be,
the equivalent of the amount of all Rent reserved hereunder, and all other
charges required to be paid by Tenant, less the net proceeds of reletting, if
any. Landlord shall have the election in place of and instead of holding Tenant
so liable forthwith to recover against Tenant as damages for loss of the bargain
and not as a penalty, an aggregate sum which at the time of such termination of
this Lease or of such recovery of possession of the Premises by Landlord, as the
case may be, represents the then present worth of the excess, if any, of the
aggregate of the Rent and all other charges payable by Tenant hereunder that
would have accrued for the balance of the Initial Term, and/or any renewal Term,
as the case may be, over the then present worth of the fair market Rents and all
other charges for the Premises for the balance of such Term.

         14.05 Remedies Upon Insolvency. If this Lease shall terminate by reason
of the bankruptcy or insolvency of Tenant, as above set forth, Landlord shall be
entitled,


                                      -27-
<PAGE>   28


notwithstanding any other provisions of this Lease or any present or future law,
to recover from Tenant or Tenant's estate (in lieu of the equivalent of the
amount of all Rent unpaid at the time of such termination) as damages for loss
of the bargain, and not as a penalty, an aggregate sum which, at the time of
such termination of this Lease, represents the excess, if any, of the then
present worth of the aggregate of the Rent and other charges payable by Tenant
hereunder that would have accrued for the balance of the Initial Term and any
renewal Term, as the case may be, over the then present worth of the fair market
Rents and all other charges for the Premises for the balance of the Initial Term
and any renewal Term, as the case may be, unless any statute or rule of law
governing the proceedings in which such damages are to be proved shall limit the
amount of such claim capable of being so proved. In such case, Landlord shall be
entitled to prove, as and for liquidated damages by reason of such breach and
termination of this Lease, the maximum amount allowed by any such statute or
rule of law which may govern the proceedings in which such damages are to be
proved whether or not such amount be greater, equal to, or less than the amount
of the excess of the then present worth of the Rent and all other charges
reserved herein over the then present worth of the fair market Rents and all
other charges, referred to above.

         14.06 Fees and Expenses; Late Fee. Tenant shall pay, upon demand, all
of Landlord's costs, charges and expenses, including reasonable attorney's fees
and fees of agents and others retained by Landlord, incident to the enforcement
of Tenant's obligations hereunder or incurred by Landlord in any litigation,
negotiation or transaction in which Tenant causes Landlord without Landlord's
fault to become involved or concerned. The prevailing party in any litigation
concerning this Lease shall recover all reasonable attorney fees and other
expenses in addition to costs taxable at law. In addition to the foregoing
remedies, if any payment of Rent is not paid within ten (10) days after the time
it is due, Tenant shall pay a late charge equal to five percent (5%) of the
amount of such overdue payment per month or portion thereof as liquidated
damages for Landlord's extra expense and handling of such past due amount.

         14.07 Landlord's Default. Landlord shall be deemed to be in default
under this Lease if Landlord shall fail to perform any of its obligations under
this Lease within thirty (30) days after written notice specifying such default
from Tenant, or such longer period of times as is reasonable if the default is
not reasonably susceptible of cure within thirty (30) days, Landlord commences
cure within such thirty (30) day period and diligently pursues cure to
completion. Upon such default, Tenant shall be entitled to all remedies at law
or in equity, including but not limited to termination, suit for specific
performance, injunctive relief, and damages, and right to cure such default at
Tenant's expense and set-off such expenses against the next amounts coming due
under this Lease.


                                      -28-
<PAGE>   29


                                   ARTICLE XV
                        SUBORDINATION AND ESTOPPEL; LIENS

         15.01 Subordination of Lease. This Lease shall be subject and
subordinate to any mortgage or deed of trust now or hereafter placed upon the
Building or Facility, or any portion thereof by Landlord, its successors or
assigns and to the Ground Lease and to amendments, replacements, renewals and
extensions thereof; provided, however, that the mortgagee, trust deed holder or
Ground Lease lessor agrees in writing with the Tenant or adequate provision is
made in the mortgage, trust deed or Ground Lease so that regardless of any
default or breach under such mortgage, trust deed or Ground Lease or of any
possession or sale of the whole or part of the Premises under or through the
mortgage, trust deed or Ground Lease, this Lease and Tenant's possession shall
not be disturbed by the mortgagee, trust deed holder or the Ground Lease lessor
or any other party claiming by, under or through the mortgage, trust deed or
Ground Lease; provided further, however, that Tenant shall continue to observe
and perform Tenant's obligations under the Lease and pay rent to whomsoever may
be lawfully entitled to the same from time to time.

                  A. Tenant agrees at any time hereafter, upon demand, to
execute and deliver any instruments, releases, or other documents that may
reasonably be required for the purpose of subjecting and subordinating this
Lease, as above provided, to the lien of any such mortgage or deed of trust or
to the Ground Lease. The above subordination shall be effective without the
necessity of the execution and delivery of any further instruments on the part
of Tenant to effectuate such subordination.

                  B. Provided that the mortgagee, trust deed holder under any
mortgage, deed of trust or holder of any other security interest shall have
notified Tenant in writing of its address, Tenant shall give such mortgagee,
trust deed holder, or holder of other security interest, simultaneously with
delivery of notice to Landlord, by registered or certified mail, a copy of any
notice of default by Landlord of any provision under this Lease and the period
that Landlord has to cure such default. Further, Tenant shall give the lessor
under the Ground Lease, to the last known address of the Landlord under the
Ground Lease (a copy of which has been provided to Tenant), simultaneously with
delivery of notice to Landlord, by registered or certified mail, a copy of any
notice of default by Landlord of any provision under this Lease and the period
that Landlord has to cure such default at the address set forth in the Ground
Lease or other address given by the Ground lessor.

                  C. Landlord and Tenant agree from time to time upon not less
than twenty (20) days prior written request by the other to deliver to the other
a statement in writing certifying (i) this Lease is unmodified and in full force
and effect (or if there have been modifications, that the Lease as modified is
in full force and effect and stating the modification); (ii) the dates to which
the Rent and other charges have been paid; (iii) the


                                      -29-
<PAGE>   30


non-requesting party has no knowledge that the requesting party is in default in
any provision of this Lease or, if in default, the nature thereof specified in
detail; (iv) the amount of monthly Rent currently payable by Tenant; (v) the
amount of any prepaid Rent; and (vi) such other matters as may reasonably be
requested by the requesting party or any mortgagee or prospective purchaser of
the Facility; it being intended that any such statement delivered pursuant to
this Section 15.01 may be relied upon by third parties, including but not
limited to any prospective purchaser of the Landlords interest in the Ground
Lease or of the fee of the Facility, or any mortgagee or assignee of the
Landlord.

         15.02 Liens. Tenant shall not do any act which shall in any way
encumber the title of Landlord in and to the Premises, nor shall any interest or
estate of Landlord in the Premises be in any way subject to any claim by way of
lien or encumbrance, whether by operation of law or virtue of any express or
implied contract by Tenant. Any claim to or lien upon the Premises arising from
any act or omission of Tenant shall accrue only against the leasehold estate of
Tenant and shall in all respects be subject and subordinate to the paramount
title and rights of Landlord in and to the Premises. Tenant will not permit the
Premises to become subject to any mechanics', laborers' or materialman's lien on
account of labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the Premises by or at the discretion of
Tenant; provided, however, that Tenant shall have the right to contest in good
faith and with reasonable diligence, the validity of any such lien or claimed
lien. Tenant may provide, at Tenant's expense, a bond for the same, which bond
satisfies all statutory requirements, from a bonding company licensed in
Wisconsin and reasonably acceptable to Landlord or affirmative title insurance
coverage from a title insurance company licensed to do business in the state of
Wisconsin. On any final determination of the lien or claim for lien, Tenant will
immediately pay any judgment rendered, with all property costs and charges, and
will, at Tenant's expense, have the lien released any judgment satisfied.

                  If Tenant shall then fail to contest the validity of any lien
or claimed lien within thirty (30) days after obtaining actual knowledge of the
same, or provide a bond or affirmative title insurance coverage for the same
within thirty (30) days of Landlord's request for the same; shall fail to
prosecute such contest with diligence; or shall fail to release all liens within
ninety (90) days (or such longer period as is necessary provided that Tenant
proceeds with diligence) of their filing (unless bonded or insured against as
provided in this Section 15.02 for a longer period); or satisfy any judgment
rendered thereon within thirty (30) days of the date rendered, then Tenant shall
be in default thereunder and Landlord may, at Landlord's election (but not at
Landlord's obligation), remove or discharge such lien or claim for lien (with
the right in Landlord's discretion, to settle or compromise the same), and any
amounts advanced by Landlord for such purposes, including reasonable attorney's
fees, shall be paid by Tenant to Landlord at the next rent date after any such
payment by Landlord.


                                      -30-
<PAGE>   31


         15.03 Landlord's Subordination. Landlord agrees, upon request of
Tenant, to subordinate its lien rights with respect to Tenant's property,
whether statutory or otherwise, to the security interest of Tenant's lender or
vendor, subject, however, to Sec. 704.05, Wisc. Stats., relating to storage lien
in favor of Landlord against Tenant's personal property if Tenant removes from
the Premises an leaves personal property.

                                   ARTICLE XVI
                              HAZARDOUS SUBSTANCES

         16.01 Hazardous Substances. Landlord, but not Landlord's mortgagee or
any successor or party claiming through Landlord's mortgagee, shall indemnify
and hold harmless the Tenant from any and all claims, damages, fines,
judgements, penalties, costs, expenses or liabilities (including, without
limitation, any and all sums paid for settlement of claims, attorneys' fees,
consultant and expert fees) arising before, during or after the Lease Term from
or in connection with the presence or suspected presence of Hazardous Substances
in, on or about the Facility, Building or Premises caused by Landlord,
Landlord's agents, contractors, employees and servants and in connection with
matters covered by that certain Remedial Action Report as defined in that
certain "University Research Park, Incorporated Indemnification Agreement" dated
November 16, 2001 by and between University Research Park, Incorporated and Rosa
Point, LLC.

         16.02 Tenant's Obligations and Indemnification. Tenant shall not cause
or permit any Hazardous Substances to be used, stored, generated or disposed of
in, on or about the Facility, Building or Premises by Tenant, its agents,
employees, contractors or invitees, except for such Hazardous Substances as are
normally utilized in an office environment and are necessary to Tenant's
business. It is specifically understood and agreed that Tenant shall have the
right to store items such as paints, thinners, soldering materials, spray
lubricants and paint cleaners, solvents and further similar or dissimilar
products required by its business operation. Any such Hazardous Substances
permitted on the Premises as hereinabove provided, and all containers therefor,
shall be used, kept, stored and disposed of in a manner that complies with all
federal, state and local laws or regulations applicable to any such Hazardous
Substances. Tenant shall indemnify and hold harmless Landlord from any and all
claims, damages, fines, judgments, penalties, cost, expenses or liabilities
(including, without limitation, any and all sums paid for settlement of claims,
attorneys' fees, consultant and expert fees) arising during or after the Lease
Term from or in connection with the use, storage, generation or disposal of
Hazardous Substances in, on or about the Property, Building or Premises by
Tenant, Tenant's agents, employees, contractors, invitees, subtenants or
assigns.

         16.03 Underground Storage Tanks. Neither Landlord nor Tenant shall
install any underground storage tanks on the Property.


                                      -31-
<PAGE>   32


         16.04 Damages. Notwithstanding anything to the contrary stated
hereinabove, the indemnifications contained in Sections 16.01 and 16.02 above
shall not include any consequential damages (including, but not limited to, loss
of use, loss of rents and loss of business) incurred by either Landlord or
Tenant, but shall expressly include, without limitation, any and all costs
incurred due to any investigation of the Facility or any cleanup, removal or
restoration mandated by a federal, state or local agency or political
subdivision. The indemnifications contained herein shall survive the expiration
of the Term of this Lease.

         16.05 Definition of Hazardous Substances. As used herein, "Hazardous
Substances" means any substance that is toxic, ignitable, reactive, or corrosive
or which is regulated by "Environmental Laws." The term "Environmental Laws"
means federal, state and local laws and regulations, judgements, orders and
permits governing the protection of the environment, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. 9601 et seq., as amended (CERCLA), the Resource Conservation and
Recovery Act, as amended 42 U.S.C. 6901 et seq., the Clean Water Act, 33 U.S.C.
1251 et seq., the Clean Air Act 42 U.S.C. 7401 the Toxic Substance Control Act,
15 U.S.C. 2601 et seq. and the Safe Drinking Water Act, 42 U.S.C. 300f through
300j. "Hazardous Substances" includes any and all material or substances that
are defined as "hazardous waste," "extremely hazardous waste" or a "hazardous
substance" pursuant to state, federal or local governmental law. "Hazardous
Substances" includes but is not restricted to asbestos, polychlorinated
biphenyls ("PCBs") and petroleum products.

         16.06 Current Environmental Contamination. The parties hereby
acknowledge that the Property contains petroleum contamination from leaky
underground storage tanks which were once on the Property. Such contamination is
currently being remediated by the Board of Regents of the University of
Wisconsin. Landlord has entered into an Environmental Indemnification Agreement
with regard to such contamination with the landlord under the Ground Lease.

                                  ARTICLE XVII
                                  MISCELLANEOUS

         17.01 Further Terms. The parties also agree:

                  A. Landlord shall pay any Brokers commission payable to
Advantage Osborne, LLC, as a result of the parties entering into this Lease.
Except for Advantage Osborne, LLC, no Broker negotiated or participated in
negotiations of this Lease or submitted or showed the Premises or is entitled to
any commission in connection therewith.

                  B. All notices, demands and requests shall be in writing, and
shall be effectively served by forwarding such notice, demand or request by
personal delivery,


                                      -32-
<PAGE>   33


by facsimile transmission, or by certified or registered mail, postage prepaid,
addressed to the respective party at the address set forth on the Data Sheet, or
at such other address and/or facsimile number as such party may hereafter
designate by written notice to the other party, in which case said notice shall
be effective at the time of personal delivery, evidence of successful facsimile
transmission, or three (3) business days after mailing such notice.

                  C. All rights and remedies of Landlord under this Lease or
that may be provided by law may be executed by Landlord in its own name,
individually, or by its agent of whose appointment Tenant shall have written
notice in the name of Landlord, and all legal proceedings for the enforcement of
any such rights or remedies, including those set forth in Article XIV, may be
commenced and prosecuted to final judgment and execution by Landlord or its
agent.

                  D. Landlord covenants and agrees that Tenant, upon paying Rent
and other charges herein provided for and observing and keeping the covenants,
agreements and conditions of this Lease on its part to be kept and performed,
within applicable cure periods, shall lawfully and quietly hold, occupy and
enjoy the Premises during the Term of this Lease.

                  E. The covenants and agreements herein contained shall bind
and inure to the benefit of the Landlord, its successors and assigns, and Tenant
and its permitted successors and permitted assigns.

                  F. If any term or provision of this Lease shall to any extent
be held invalid or unenforceable, the remaining terms and provisions of this
Lease shall not be affected thereby, but each term and provision of this Lease
shall be valid and enforced to the fullest extent permitted by law. This Lease
shall be construed and enforced in accordance with the laws of the State of
Wisconsin.

                  G. Tenant covenants that it will not abandon the Premises
during the Term of this Lease. If Tenant vacates the Premises, Landlord may,
upon twenty (20) days prior written notice to Tenant, terminate this Lease.

                  H. (1) The term "Landlord" as used in this Lease so far as
covenants or obligations on the part of Landlord are concerned shall be limited
to mean and include only the owner or owners of the Facility at the time in
question, and in the event of any transfer or transfers or conveyances the then
grantor shall be automatically freed and released from all personal liability
accruing from and after the date of such transfer or conveyance as respects the
performance of any covenant or obligation on the part of Landlord contained in
this Lease to be performed, it being intended hereby that the covenants and
obligations contained in this Lease on the part of Landlord shall be binding on
the Landlord, its successors and assigns, only during and in respect to their
respective successive periods of ownership.


                                      -33-
<PAGE>   34


                           (2) In the event of a sale or conveyance by Landlord
of the Facility or any part of the Facility, the same shall operate to release
Landlord from any future liability upon any of the covenants or conditions
herein contained and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
This Lease shall not be affected by any such sale or conveyance, and Tenant
agrees to attorn to the purchaser or grantee, which shall be personally
obligated on this Lease only so long as it is the owner of Landlord's interest
in and to this Lease.

                  I. The marginal or topical headings of the several Articles
and Sections are for convenience only and do not define, limit or construe the
contents of said Articles and Sections.

                  J. This Lease and the Exhibits and attachments, if any, set
forth all covenants, promises, agreements, conditions and understandings between
Landlord and Tenant concerning the Premises and replaces and supersedes all
previous agreements, if any, and there are no covenants, promises, agreements or
conditions, or understandings, either oral or written, between them other than
those herein set forth. It is acknowledged that Landlord has made no
representations as to location or tenancy of other tenants in the Building, and
Landlord reserves the right to reduce or increase the number and type of tenants
in the Building from time to time.

                  K. Except as otherwise provided herein, this Lease can only be
modified or amended by an agreement in writing signed by the parties hereto. No
receipt of money by Landlord from Tenant or any other person after termination
of this Lease or after the service of any notice or after the commencement of
any suit, or after final judgment for possession of the Premises shall
reinstate, continue or extend the Term of this Lease or affect any such notice,
demand or suit, or imply consent for any action for which Landlord's consent is
required, unless specifically agreed to in writing by Landlord. Any amounts
received by Landlord may be allocated to any specific amounts due from Tenant to
Landlord as Landlord determines in its sole discretion.

                  L. Landlord shall have the right, without materially and
adversely affecting Tenant's operations at the Premises, to close any portion of
the Building or Facility to the extent as may, in Landlord's reasonable opinion,
be necessary to prevent a dedication thereof or the accrual of any rights to any
person or the public therein. Landlord shall at all times have full control,
management and direction of the Facility, subject to the Ground Lease and
recorded covenants and restrictions and subject to Tenant's rights in the
Premises as provided hereunder, and Landlord reserves the right at any time and
from time to time to reduce, increase, enclose or otherwise change the size,
number and location of buildings, layout and nature of the Facility (without
material reduction in parking at the Facility) and the other tenancies, premises
and buildings and additions to any building, and to create additional rentable
areas through use and/or


                                      -34-
<PAGE>   35


enclosure of common areas, or otherwise, and to place signs on the Facility, and
to change the name, address, number or designation by which the Facility is
commonly known. No implied easements are granted by this Lease. Tenant shall
have the nonexclusive right in common with Landlord and tenants and occupants of
the Facility, to ingress and egress to and through the common areas of the
Facility, including parking areas.

                  M. Tenant shall permit Landlord (or its designees) to erect,
use, maintain, replace and repair pipes, cables, conduits, plumbing, vents, and
telephone, and other wires or other items, in, to and through the Premises, as
and to the extent that Landlord may now or hereafter deem necessary or
appropriate for the proper operation and maintenance of the Facility. Landlord
agrees that it shall enter the Premises only at reasonable times (but only upon
twenty-four (24) hours notice to tenant, except in emergencies and for routine
cleaning when no notice shall be required). Landlord shall take reasonable
precautions so as to minimize interruption of Tenant's business.

                  N. Employees or agents of Landlord have no authority to make
or agree to make a lease or other agreement or undertaking in connection
herewith. The submission of this document for examination does not constitute an
offer to lease, or a reservation of, or option for, the Premises. This document
becomes effective and binding only upon execution and delivery hereof by the
managing members of Landlord and by the proper officers of Tenant. Tenant
confirms that Landlord and its agents have made no representations or promises
with respect to the Premises or the making of or entry into this Lease except as
in this Lease expressly set forth, and agrees that no claim or liability shall
be asserted by Tenant against Landlord for, and Landlord shall not be liable by
reason of breach of any representations or promises not expressly stated in this
Lease. No act or omission of any employee or agent of Landlord shall alter,
change or modify any of the provisions of this Lease.

                  O. Tenant shall perform, observe and comply with the Building
Rules and Regulations of the Facility, as set forth in Exhibit C attached
hereto, with respect to the safety, care and cleanliness of the Premises and the
Facility, and the preservation of good order thereon, and, upon written notice
thereof to Tenant, Tenant shall perform, observe, and comply with the Building
Rules and Regulations and any changes, amendments or additions thereto as from
time to time shall be established and deemed advisable by Landlord for tenants
of the Facility. Landlord shall not be liable to Tenant for any failure of any
other tenant or tenants of the Facility to comply with such Building Rules and
Regulations; provided, however that Landlord agrees to uniformly enforce such
rules and regulations.

                  P. All rights and occupancy of Tenant herein shall be subject
to the Ground Lease, recorded restrictions and covenants, all governmental laws,
ordinances and regulations, and Tenant shall comply with the same.


                                      -35-
<PAGE>   36


                  Q. All obligations of the parties hereunder not fully
performed as of the expiration or earlier termination of the Term of this Lease
shall survive the expiration or earlier termination of the Term hereof,
including, without limitation, all payment obligations with respect to Rent and
all obligations concerning the condition of the Premises. All indemnifications
under this Lease shall survive the expiration or earlier termination of the Term
of this Lease.

                  R. Tenant agrees to look solely to Landlord's interest in the
Facility for the recovery of any judgment from Landlord, it being agreed that
Landlord, or if Landlord is a partnership, its partners whether general or
limited, or if Landlord is a corporation, its directors, officers or
shareholders, or if Landlord is a limited liability company, its members and
managing members, shall never be personally liable for any such judgment.

                  S. This Lease shall not be deemed or construed to create or
establish any partnership or joint venture or similar relationship or
arrangement between Landlord and Tenant hereunder.

                  T. Landlord has not been made aware of any violations of
compliance with the requirements of the Americans with Disabilities Act of 1990,
42 U.S.C. Section 12101, et seq. ("ADA"). Landlord and Tenant agree to cooperate
on designing the plans and specifications for the Premises so that the Premises
are in compliance with the requirements of the ADA. Throughout the Term of the
Lease, Landlord agrees that it shall be responsible at its sole cost and
expense, for any required compliance with the ADA as presently promulgated, as
it pertains to the Building and Premises (other than due to modifications to the
Premises made by Tenant), which cost and expense shall not be deemed to be an
Operating Expense.

                  U. If either Landlord or Tenant shall be delayed or hindered
in or prevented from the performance of any act required hereunder by reason of
any strike, lockout, labor trouble, inability to procure materials, failure of
power, restrictive governmental laws or regulation, riot, insurrection,
picketing, sit-in, war or other reason of a like nature not attributable to the
negligence or fault of the party delayed in performing work or doing any act
required under the terms of this Lease, then the performance of such work or act
shall be excused for the period of the unavoidable delay and the period for the
performance of any such work or act shall be extended for an equivalent period.
However, this provision shall not operate to excuse Tenant from the timely
payment of Rent or other payments required by the terms of this Lease, subject
to other provisions of this Lease governing abatement of Rent.

                  V. Tenant shall not commit or suffer to be committed any waste
upon the Premises or the Facility or any nuisance or other act or thing which
may disturb the quiet enjoyment of any other tenant in the Building in which the
Premises is a part.


                                      -36-
<PAGE>   37


                  W. Tenant shall not record this Lease without the written
consent of Landlord. However, upon request by either party hereto the parties
shall join in the execution of a memorandum or so-called "short form" of this
Lease for the purposes of recordation. Such memorandum or short form lease shall
describe the parties, the Premises and the term of this Lease and shall
incorporate this Lease by reference. Such memorandum or short form lease shall
not set forth the amount of Base Rent.

                  X. This Lease may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same instrument.

         17.02 Addenda. The provisions set forth in the Exhibits attached to
this Lease are hereby incorporated by reference.


         IN WITNESS WHEREOF, the parties hereto have executed this Lease to be
effective on the day and year first above written.


                                    LANDLORD:

                                    ROSA POINT II, LLC



                                    By: /s/  R. Michael Campbell
                                       --------------------------------------
                                       R. Michael Campbell, Managing Member.

                                    By: /s/ John R. Schaefer
                                       --------------------------------------
                                       John R. Schaefer, Managing Member.


                                    TENANT:

                                    SBS TECHNOLOGIES, INC.


                                    By: /s/ Christopher J. Amenson
                                       --------------------------------------
                                       Christopher J. Amenson, Chairman & CEO



                                      -37-
<PAGE>   38



                                    EXHIBIT A


                        LEGAL DESCRIPTION OF THE PROPERTY




Lot Thirty-Seven (37), University Research Park, University of Wisconsin-Madison
Second Addition in the City of Madison, Dane County, Wisconsin (containing
290,346 square feet).

           and

Part of Lot 38, University Research Park, University of Wisconsin-Madison Second
Addition recorded in Volume 57-039B of Plats on Pages 146-150, Dane County
Registry, located in the NW 1/4 of the NW 1/4 of Section 30, T7N, R9E, City of
Madison, Dane County, Wisconsin, to-wit: Beginning at the most westerly corner
of said Lot 38; thence N 34degrees 54' 19" E, 179.11 feet; thence S 00degrees
14' 46" E, 54.87 feet; thence S 34degrees 54' 19" W, 135.45 feet to a point on a
curve; thence northwesterly on a curve to the left which has a radius of 410.00
feet and a chord which bears N 52degrees 53' 07" W, 31.61 feet to the point of
beginning (containing 4,962 square feet).




<PAGE>   39

                                    EXHIBIT B



        BASE BUILDING REQUIREMENTS AND TENANT IMPROVEMENT (T.I.) COSTS.


                  Upon Tenants occupying the Premises, the exterior of the
Building and all interior lobby areas, bathrooms, stairs, exit corridors, and
parking level will be completely finished and ready for Tenant's use. Landlord's
responsibility regarding the finishing of the Premises shall be as follows:

1.  Exterior Walls- Walls have metal studs, insulation and vapor barrier
    installed.
       T.I. Cost-    Tenant is responsible for electrical outlets, drywall to
                     above ceiling, tape and finish and window sill need to be
                     completed.

2   Party Walls - Walls between tenants will be built when the first tenant
    space is built.
       T.I. Cost-    Tenant is responsible for one-half the wall cost.

3.  Core Walls- Rated core walls will be drywalled & firetapped, un-rated walls
    will be studs & insulation only.
       T.I. Cost-    Tenant is responsible for electrical outlets, drywall, tape
                     & finish.

4.  Ceilings- None.
       T.I. Cost-    All ceilings within the suite space are the responsibility
                     of the Tenant.

5.  Wall Cover- None.
       T.I. Cost-    Tenant is responsible for all painting or wall coverings
                     within the Premises.

6.  Carpet/Base- None.
       T.I. Cost-    All carpet & base within the suite space is the
                     responsibility of the Tenant.

7.  Suite Entry- None.
       T.I. Cost-    Tenant is responsible for each suite entry with Schlage
                     hardware they require.

8.  Interior Doors- None.
       T.I. Cost-    All interior doors, frames and Schlage hardware are the
                     responsibility of Tenant.



<PAGE>   40


9.  Window Blinds- None.
       T.I. Cost-    Tenant is responsible for all window blinds for their
                     suite. There will be a standard for blind material & color.


10. Security- Building perimeter is secured by keys & magnetic card system.
       T.I. Cost-    Magnetic card access systems for their suite are the
                     responsibility of the Tenant It may be possible to add onto
                     the Buildings' card access system.

11. Fire Sprinkler- Code required coverage for space without ceilings.
       T.I. Cost-    All rerouting and dropping of sprinkler heads, within their
                     suite, through the new ceilings is the responsibility of
                     the Tenant.

12. Plumbing- Bathrooms are provided on each floor for all tenants' use.
       T.I. Cost-    Tenant is responsible for any plumbing desired within their
                     suite.

13. HVAC- All the rooftop units, main duct supply & return, hydronic piping are
    installed and insulated.
       T.I. Cost-    All supply run outs to and including the VAV boxes,
                     hydronic hookup, diffusers, return air grilles, and
                     controls are by the Tenant.

14. Electrical- Power for lighting and outlets is available in the electrical
    room located on each floor.
       T.I. Cost-    Tenant is responsible for all power and lighting to and
                     within their suite including: wiring, conduit, feeders,
                     outlets, switches, telephone/data rough ins, floor boxes,
                     lights, etc.



<PAGE>   41



                                    EXHIBIT C


                         BUILDING RULES AND REGULATIONS


         1. Any sign, lettering, picture, notice or advertisement installed on
or in any part of the Premises and visible from the Exterior of the Facility, or
visible from the exterior of the Premises, shall be installed at Tenant's sole
cost and expenses, and in such manner, character and style as Landlord may
approve in writing. Anything herein to the contrary notwithstanding, but subject
to the terms of this Lease, approval as to signs shall be subject to Landlord's
approval which may be withheld in Landlord's sole discretion. In the event of a
violation of the foregoing by Tenant, Landlord may remove the same without any
liability and may charge the expense incurred by such removal to Tenant. All
signs shall be subject to the terms of any restrictive covenants recorded in
connection with the Property, the Ground Lease and all applicable laws,
ordinances and regulations.

         2. No awning or other projection shall be attached to the outside walls
of the Facility. No curtains, blinds, shades or screens visible from the
exterior of the Facility or visible from the exterior of the Premises, shall be
attached to or hung in, or used in connection with any window or door of the
Premises without the prior written consent of Landlord. The quality, type,
design and color of the curtains, blinds, shades, screens or other window
treatments for windows and doors visible outside the Premises shall be subject
to approval by Landlord which approval Landlord may withhold for any reason.

         3. Tenant, its servants, employees, customers, invitee and guests shall
not obstruct sidewalks, entrances, passages, corridors, vestibules, halls, or
stairways in and about the Facility which are used in common with other tenants
and their servants, employees, customers, guests and invitee, and which are not
a part of the Premises of Tenant. Tenant shall not place objects against glass
partitions or doors or windows that would be unsightly from the Facility
corridors or from the exterior of the Facility and will promptly remove any such
objects upon notice from Landlord.

         4. Tenant shall not make excessive noises, cause disturbances or
vibrations or use or operate any electrical or mechanical devices that emit
excessive sound or other waves or disturbances to create obnoxious odors, any of
which may be offensive to the other tenants and occupants of the Facility, or
that would interfere with the operation of any device, equipment, radio,
television broadcasting or reception from or within the Facility or elsewhere
and shall not place or install any projections, antennas, aerials or similar
devices inside or outside of the Premises or on the Facility.




<PAGE>   42


         5. Tenant shall not waste electricity, water or air conditioning
furnished by Landlord, if any, and shall cooperate fully with Landlord to insure
the most effective operation of the Facility's heating and air conditioning
systems.

         6. Tenant assumes full responsibility for protecting its space from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed and secured after normal business hours.

         7. In no event shall Tenant bring into the Facility inflammables, such
as gasoline, kerosene, naphtha and benzine, or explosives or any other article
of intrinsically dangerous nature. If, by reason of the failure of Tenant to
comply with the provisions of this Subsection, any insurance premium for all or
any part of the Facility shall at any time be increased, Tenant shall make
immediate Payment of the whole of the increased insurance premium, without
waiver of any of Landlord's other rights at law or in equity for Tenant's breach
of this Lease.

         8. Tenant shall comply with all applicable federal, state and municipal
laws, ordinances and regulations governing the use of the Premises and Building
Rules and shall not directly or indirectly make any use of the Premises which
may be prohibited by any of the foregoing or which may be dangerous to persons
or property or may increase the cost of insurance or require additional
insurance coverage.

         9. Landlord shall have the right to prohibit any advertising by Tenant
that in Landlord's reasonable opinion tends to impair the reputation of the
Facility, and upon written notice from Landlord, Tenant shall refrain from or
discontinue such advertising.

         10. The Premises shall not be used for cooking (as opposed to heating
of food), lodging, sleeping or for any immoral or illegal purpose.

         11. Tenant and Tenant's servants, employees, agents, visitors and
licensees shall observe faithfully and comply strictly with the foregoing rules
and regulations and such other and further appropriate rules and regulations as
Landlord or Landlord's agent may from time to time adopt. Reasonable notice of
any additional rules and regulations shall be given in such manner as Landlord
may reasonably elect.

         12. Unless expressly permitted by the Landlord, no additional locks or
similar devices shall be attached to any door or window and no keys other than
those provided by the Landlord shall be made for any door. Landlord shall have
access to all portions of the Premises (excluding vaults) in case of emergency.
If more than two (2) keys for one (1) lock are desired by the Tenant, the
Landlord may provide the same upon payment by the Tenant. Upon termination of
this Lease or of the Tenant's possession, the Tenant shall surrender all keys of
the Premises and shall explain to the Landlord all combination locks on safes,
cabinets and vaults.

<PAGE>   43


         13. Any carpeting cemented down by Tenant shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by Tenant,
Landlord may charge the expense incurred by such removal to Tenant.

         14. The water and wash closets, drinking fountains and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, coffee grounds or other substances
shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by the Tenant who, or whose servants, employees, agents, visitors
or licensees, shall have caused the same. No person shall waste water by
interfering or tampering with the faucets or otherwise.

         15. No pipe, conduit, cable, line or the like for water, gas, sewage,
drainage, steam, electricity, or any other energy or service shall be installed
or maintained on the Premises, except with the prior written permission of
Landlord. Tenant shall not overload any utilities serving the Premises.

         16. No dog or other animal shall be allowed in the Facility with the
exception of animals used for assistance of individuals as permitted by law.

         17. All loading, unloading, receiving or delivery of goods, supplies or
disposal of garbage or refuse shall be made only through entryways provided for
such purposes. Tenant shall be responsible for any damage to the Facility or the
property of its employees or others and injuries sustained by any person
whomsoever resulting from the use or moving of such articles in or out of the
Premises, and shall make all repairs and improvements required by Landlord or
governmental authorities in connection with the use or moving of such articles.

         18. All safes, equipment or other heavy articles shall be carried in or
out of the Premises only in such manner as shall be prescribed in writing by
Landlord, and Landlord shall in all cases have the right to specify the proper
position of any such safe, equipment or other heavy article, which shall only be
used by Tenant in a manner which will not interfere with or cause damage to the
Premises or the Facility in which they are located, or to the other tenants or
occupants of said Facility. Tenant shall be responsible for any damage to the
Facility or the property of its employees or others and injuries sustained by
any person whomsoever resulting from the use or moving of such articles in or
out of the Premises, and shall make all repairs and improvements required by
Landlord or governmental authorities in connection with the use or moving of
such articles.

         19. Canvassing, soliciting, and peddling in or about the Facility is
prohibited and each Tenant shall cooperate to prevent the same.



<PAGE>   44


         20. No overnight parking of trucks or cars shall be permitted anywhere
on the Premises, except for employees of Tenant working at the Premises, unless
such trucks or cars are parked inside buildings. No outside storage or
operations of any kind shall be permitted on the Premises. No antennas or
satellite dishes shall be permitted on the Premises, except with the prior
written permission of Landlord.

         21. The Premises shall not be used for any of the following purposes:
full service laundry; taxidermy; mobile home and prefabricated home sales and
rentals; the sales, repair and servicing of motor vehicles, construction
equipment and farm equipment; clubs, lodges and/or community halls; sawmills;
storage of school or recreational vehicles; truck terminals, moving and storage
establishments; drive-in theaters; golf driving ranges; asphalt or asphalt
products manufacture; automobile, truck, construction equipment or farm
equipment assembly plants; coal storage, milling and processing; and kennels and
animal hospitals (commercial and noncommercial); heavy machinery manufacture and
repair; livestock slaughtering or preparation for packing; manufacturing of
metal alloys or foils; and railroad manufacture and repair.

         22. Tenant shall maintain the Premises in a safe, clean, neat and
sanitary condition and in a first-class commercial manner.

         23. Wherever in these Building Rules and Regulations the word "Tenant"
occurs, it is understood and agreed that it shall mean Tenant's associates,
employees, agents, clerks, servants, invitee and visitors. Wherever the word
"Landlord" occurs, it is understood and agreed that it shall mean Landlord's
assigns, agents, clerks, servants, and visitors.

         24. Landlord shall have the right to enter upon the Premises (excluding
vault areas) at all reasonable hours (but only upon twenty four hours notice to
Tenant, except in emergencies and for routine cleaning when no notice shall be
required) for the purpose of inspecting the same. Landlord shall take reasonable
precautions so as to minimize interruption of Tenant's business.

         25. Landlord shall have the right to enter the Premises upon reasonable
prior notice to Tenant at hours convenient to the Tenant for the purpose of
exhibiting the same to prospective tenants within the one hundred twenty (120)
day period prior to the expiration of this Lease, and may place signs
advertising the Premises for rent on the exterior of said Premises at any time
within said one hundred twenty (120) day period.

         26. Tenant, its servants, employees, customers, invitee and guests
shall, when using the common parking facilities, if any, in and around the
Facility, observe and obey all signs regarding fire lanes and no parking zones,
and when parking always park between the designated lines. Landlord reserves the
right to tow away, at the


<PAGE>   45


expense of the owner, any vehicle that is improperly parked or parked in a no
parking zone. All vehicles shall be parked at the sole risk of the owner, and
Landlord assumes no responsibility for any damage to or loss of vehicles. No
vehicles shall be parked overnight.

         27. In case of invasion, mob, riot, public excitement, or other
commotion, Landlord reserves the right to prevent access to the Facility during
the continuance of the same by closing the doors or otherwise, for the safety of
the tenants or the protection of the Facility and the property therein. Landlord
shall in no case be liable for damages for any error or other action taken with
regard to the admission to or exclusion from the Facility of any person.

         28. All entrance doors to the Premises shall be locked when the
Premises are not in use all common corridor doors, if any, shall also be closed
during times when the air conditioning equipment in the Facility is operating so
as overload thereon.

         29. Landlord reserves the right at any time and from time to time to
rescind, alter or waive, in whole or in part, any of these Rules and Regulations
when it is deemed necessary, desirable, or proper, in Landlord's judgment, for
its best interest or for the best interest of the tenants of the Facility so
long as there is no material adverse impact on Tenant's operations at the
Premises.


<PAGE>   46


                                    EXHIBIT D

                                 OFFICE SERVICES

         Landlord Services:

         Landlord, subject to including the costs thereof in Article II, shall
provide the following services during the Term of this Lease:

         (a) Air conditioning and heating service for normal purposes shall be
provided in Landlord's judgment for comfortable occupancy Monday through Friday
during the hours of 7:00 a.m. through 7:00 p.m., and on Saturday during the
hours of 8:00 a.m. through 1:00 p.m., except recognized holidays. Tenant agrees
not to use any apparatus or device, in or upon or about the Premises which in
any way may increase the amount of such service usually consumed therein, and
will not connect any apparatus or device to the cooling or heating system of the
Building for the purpose of using additional or unusual amounts of such
services, or conduct normal business hours in excess of those set forth in the
previous sentence, without written consent of Landlord, which consent shall not
be withheld or denied, but which may be conditioned upon payment of additional
reasonable charges by Tenant.

         (b) Electricity only for Building standard lighting, typewriters,
personal computers, adding machines, calculators, small reproduction machines
and other similar small office equipment, it being expressly understood that to
the extent the electricity is used for any other purpose or if Tenant's use
shall exceed normal and customary usage levels for office purposes, additional
charges shall be payable by Tenant to Landlord in such amounts as Landlord may
reasonably determine necessary to cover the costs of such increased use, or, at
Landlord's option, Landlord may require Tenant to install a separate electrical
meter at Tenant's sole expense.

         (c) Water for drinking, kitchen, lavatory and toilet purposes from the
regular Building supply (at the prevailing temperature) through fixtures
installed by Landlord (or by Tenant with Landlord's written consent).

         (d) Window washing of all windows in the Premises, both inside and out,
at such times as Landlord shall deem necessary.

         (e) Lawn and shrub care, snow plowing and removal, maintenance of the
structure, roof, mechanical and electrical equipment of the Building excluding
those items specifically excepted elsewhere in this Lease.

         (f) Passenger elevator service in common with other occupants of the
Building.



<PAGE>   47


         (g) Standard interior janitorial and cleaning services in the common
areas of the Building and the Premises five (5) days per week. Tenant shall not
procure any janitorial or cleaning services for the Premises without Landlord's
prior written consent and then only subject to supervision by Landlord and by
janitorial or cleaning contractors or employees at all times reasonably
satisfactory to Landlord.

         Standard Janitorial Service. The following is intended to be a general
description of the scope of work to be completed by Landlord in providing
janitorial services commensurate with a Class A building in this area to the
Tenant within the Premises and the common areas of the Building:

LOBBIES, CORRIDORS AND STAIRWAYS:

         Daily Duties:

            1.  Spot clean front entrance glass
            2.  Vacuum mats
            3.  Vacuum carpet completely
            4.  Remove carpet spots, as possible
            5.  Clean and sanitize drinking fountains
            6.  Dust mop hard surface floors
            7.  Damp mop hard surface floors
            8.  Brush away foreign particles from all furniture upholstery
            9.  Sweep stairways
            10. Remove trash from waste receptacles

         Weekly Duties:
            1.  Edge vacuum carpets
            2.  Vacuum upholstered furniture
            3.  Wash entrance glass and wipe down door frames
            4.  Dust high level ledges, sills and moldings within 8 feet of
                floor
            5.  Vacuum stairways
            6.  Spot clean partitions and walls
            7.  Spot clean furniture and horizontal surfaces

          Monthly Duties:
            1.  Dust baseboards
            2.  Dust blinds
            3.  Vacuum vents and grills
            4.  Dust low level ledges, sills and moldings

          Semi-Annual Duties:
            1.  Machine scrub lobby floor



<PAGE>   48


OFFICES:

         Daily Duties:
            1.  Empty waste baskets and replace liners where needed
            2.  Dust open areas on desk
            3.  Damp wipe telephones
            4.  Spot clean entrance door glass
            5.  Vacuum carpeting and mats nightly
            6.  Dust mop and/or sweep tile floors
            7.  Damp mop tile floors
            8.  Low level dusting to include: tables, cabinets, files, shelves,
                vents, etc.
            9.  Damp wipe clean and disinfect eating areas: tables, chairs,
                counter tops, sinks and microwaves
            10. Turn off all coffee makers
            11. Damp wipe clean, disinfect and polish drinking fountains
            12. Straighten magazines. DO NOT throw away unless in trash
                containers
            13. Remove cobwebs
            14. Spot clean all carpeting nightly
            15. High level dusting to include: partitions, door frames, ceiling
                vents, window sills, etc.
            16. Take trash to dumpster

         Weekly Duties:
            1.  Sanitize telephones
            2.  Clean interoffice glass
            3.  Wash entrance door glass and door frames
            4.  Spray buff tile floors
            5.  Damp wipe door kick plates
            6.  Dust furniture
            7.  Spot clean walls, partitions and doors


         Monthly Duties:
            1.  Dust Venetian blinds
            2.  Vacuum chairs
            3.  Dust baseboards
            4.  Edge vacuum
            5.  Dust panel walls




<PAGE>   49



RESTROOMS:

         Daily Duties:
            1.  Damp wipe and disinfect sinks and counters
            2.  Clean faucet fixtures
            3.  Clean mirrors
            4.  Clean and disinfect urinals and toilet bowls , also seats and
                outside of toilet bowls
            5.  Empty waste baskets
            6.  Clean and refill dispensers: soap, tissue, towel and sanitary
                napkins
            7.  Leave extra toilet tissue
            8.  Spot clean partitions nightly
            9.  Spot clean painted walls
            10. Dust partitions and shelves
            11. Spot clean doors and door frames
            12. Clean and polish stainless steel
            13. Dust mop floors
            14. Damp mop floors with disinfectant
            15. Damp wipe and disinfect ceramic walls


         Weekly Duties:
            1.  Dust exhaust vents
            2.  Flush floor drain with clear water

         Monthly Duties:
            1.  Wash all partitions
            2.  Scrub floors and wax as needed
            3.  Wash walls

         Quarterly Duties:
            1.  Machine scrub ceramic tile floors

LOUNGE/CAFETERIA:

         Daily Duties:
            1.  Clean and disinfect tables and counters
            2.  Damp wipe chairs
            3.  Clean and disinfect sinks
            4.  Damp wipe clean microwaves
            5.  Vacuum carpeting and/or sweep and damp mop tile floors
            6.  Dust mop tile floors
            7.  Brush or vacuum chairs


<PAGE>   50


OTHER DUTIES ASSIGNED

         Daily Duties:
            1.  Turn off all lights at the end of the night
            2.  Make sure all windows are closed

         Supervision:
            1.  Inspect cleaning
            2.  Correct any oversights
            3.  Make sure all personnel are out of the Building
            4.  Make sure all security procedures are completed before leaving


<PAGE>   51



                                    EXHIBIT E

                                   WORK LETTER


         This is the Tenant Construction Agreement (the "Work Letter") dated
this 19th day of February, 2001, referred to in the Lease of even date herewith
(the "Lease"), wherein SBS Technologies, Inc. ("Tenant") has agreed to lease
certain space from ROSA POINT II, LLC, at 401 Charmany Drive, Madison,
Wisconsin, pursuant to that certain Lease executed contemporaneously with the
execution of this instrument (such lease is referred to herein as "the Lease").
All capitalized terms used herein shall have the respective meanings assigned to
them in the Lease or in this Work Letter.

         Landlord and Tenant agree as follows:

         1. Work. Landlord shall cause, at its sole expense, the improvements to
the Premises pursuant to the specifications attached hereto (and incorporated
herein by reference), as such specifications are changed from time to time by
change orders approved by Tenant and by extras requested by Tenant. Such
improvements are collectively referred to herein as the "Work." Such plans and
specifications as they are so changed from time to time shall be referred to as
the "Plans." Neither review nor approval by Landlord of any of the Plans shall
constitute a representation or warranty by Landlord that such Plans either (i)
are complete or suitable for their intended purpose or (ii) comply with
applicable laws, ordinances, codes and regulations, it being expressly agreed by
Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant
or to any other person or entity for such completeness, suitability or
compliance. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
PURPOSE IN CONNECTION WITH THE WORK.

         2. Cost of The Work. Tenant shall pay for the cost of all Work beyond
that called for in the attached plans and specifications which is occasioned by
the change orders requested by Tenant in writing and in accordance with
Section 1 hereof.

         3. Tenant Delays. Tenant's obligation to pay Rent under the Lease shall
not commence until Landlord shall have substantially completed the Work to be
done by Landlord as described in Section 1 above provided, however, that the
payment of Rent shall not be affected or deferred on account of any delay in
substantially completing said Work which results from the following events
(collectively, "Tenant Delays"):



<PAGE>   52



                  (a) Any delay resulting from "long lead items" ordered by
         Tenant; or

                  (b) Tenant's changes in the Plans (notwithstanding Landlord's
         approval of such changes); or

                  (c) The performance of any work by Tenant or any person, firm,
         or corporation employed by Tenant; or

                  (d) Any default or delay by Tenant or its agents hereunder or
         under the Lease; or

                  (e) Tenant or Tenant's Interior Space Planner fails to approve
         or disapprove specifications and samples within 72 hours of submission
         for approval.

Landlord's determination as to the duration of Tenant Delays (in the exercise of
its reasonable judgment) shall be conclusive and binding upon Tenant absent
manifest error.

         4. Base Building Obligations of Landlord. Landlord, at its sole expense
and without charge to Tenant, shall be responsible for completing the Base
Building Requirements set forth in Exhibit B of the Lease.

         5. Access by Tenant Prior to Completion of Work. Landlord will permit
Tenant and Tenant's agents, suppliers, contractors and workmen to enter the
Premises prior to the completion of all Work to be performed by Landlord and its
contractors to enable Tenant to do such other things as may be required by
Tenant to make the Premises ready for Tenant's occupancy, provided that Tenant
shall fully perform and comply with each of the following covenants, conditions
and requirements:

                  (a) If Landlord permits such entry prior to the completion of
         the Work, then such permission is conditioned upon Tenant and Tenant's
         agents, contractors, workmen, mechanics, suppliers and invitees,
         working in harmony and not interfering with Landlord and Landlord's
         agents in doing the Work in said Premises or work for other tenants and
         occupants of the Building; and if at any time such entry shall, in the
         judgment of Landlord, cause or threaten to cause disharmony or
         interference, Landlord shall have the right to withdraw such permission
         upon twenty-four (24) hours written notice.

                  (b) Tenant agrees that any such entry into the Premises shall
         be deemed to be under all of the terms, covenants, conditions, and
         provisions of the Lease except as to the covenant to pay Rent, and
         further agrees that in connection therewith, Landlord shall not be
         liable in any way for any injury, loss, or damage which may occur to
         any of Tenant's work and installations


<PAGE>   53


         made in said Premises or to property placed therein prior to the
         Commencement Date and thereafter; the same being at Tenant's sole risk.
         In addition, Tenant shall require all entities performing work on
         behalf of Tenant to provide protection for existing improvements to an
         extent that is satisfactory to Landlord and shall allow Landlord access
         to the Premises for inspection purposes at all times during the period
         when Tenant is undertaking construction activities thereon. In the
         event any entity performing work on behalf of Tenant causes any damages
         to the property of Landlord or others, Tenant shall cause such damage
         to be repaired at Tenant's expense and if Tenant fails to cause such
         damage to be repaired promptly upon Landlord's demand therefore,
         Landlord may, in addition to any other rights or remedies available to
         Landlord under this Lease or at law or equity, cause such damage to be
         repaired, in which event Tenant shall promptly, upon Landlord's demand,
         pay to Landlord the cost of such repairs.

                  (c) All contractors and subcontractors shall use only those
         service corridors and service entrances designated by Landlord for
         ingress and egress of personnel and the delivery and removal of
         equipment and material through or across any common areas of the
         Building, and shall only be permitted with the written approval of
         Landlord and during hours determined by Landlord. Landlord shall have
         the right to order Tenant or any contractor or subcontractor who
         violates the above requirements to cease work and to remove it, its
         equipment, and its employees from the Building.

                  (d) Landlord shall allow Tenant to have use of the freight
         elevator serving the Building. Scheduling of Tenant's work in the
         Premises and the use of said freight elevator shall be at the
         reasonable discretion of Landlord or its Contractor.

                  (e) During the performance of Tenant's work and Tenant's
         fixturing, Landlord may provide trash removal service from a location
         designated by Landlord. Tenant shall be responsible for breaking down
         boxes and placing trash in Landlord's containers at such designated
         location. Tenant shall accumulate its trash in containers supplied by
         Tenant and Tenant shall not permit trash to accumulate within the
         Premises or in the corridors or public areas adjacent to the Premises.
         Tenant shall cause each entity employed by it to perform work on the
         Premises to abide by the provisions of the Work Letter as to the
         storage of trash and shall require each such entity to perform its work
         in a way that dust or dirt is contained entirely within the Premises
         and not within any other portion of the Building and shall cause
         Tenant's general contractor to leave the Premises broom clean at the
         end of each day. Should Landlord deem it necessary to remove Tenant's
         trash because of accumulation, an additional charge to Tenant will be
         on a time and material basis. At Landlord's sole direction, Tenant
         shall be responsible for contracting


<PAGE>   54


         independently for such services. The cost to Tenant for Landlord's
         providing such service, if any, will be based on reasonable and
         competitive service Tenant could have secured independently had
         Landlord not provided such service.

                  (f) Tenant agrees that all services and work performed on the
         Premises by, on behalf of, or for the account of Tenant, including
         installation of telephones, carpeting, materials, and personal property
         delivered to the Premises shall be done in a first-class workmanlike
         manner using only good grades of material.

                  (g) Tenant agrees to protect, indemnify, defend and hold
         Landlord and its agents, partners, and employees harmless from and
         against any and all losses, damages, liabilities, claims, liens, costs,
         and expenses, including reasonable attorney's fees of whatever nature
         including those to the person and property of Tenant, its employees,
         agents, invitees, licensees and others arising out of or in connection
         with the activities of Tenant or Tenant's contractors in or about the
         Premises or the Facility and the cost of any repairs to the Premises or
         the Facility necessitated by activities of Tenant or Tenant's
         contractors.

                  (h) Tenant shall secure, pay for, and maintain during the
         continuance of its work within the premises, policies of insurance with
         such coverages and such amounts as Landlord may reasonably require,
         which policies shall be endorsed to include Landlord and its contractor
         and their respective employees and agents as additional insured parties
         and which shall provide thirty (30) days prior written notice of any
         alteration or termination of coverage, in such amounts and insuring
         such risks as Landlord may require, Tenant shall not permit Tenant's
         contractors to commence any work until all required insurance has been
         obtained by Tenant and certificates evidencing such coverage have been
         delivered to Landlord.

         6. Acceptance of Work. When Landlord is of the opinion that the Work is
completed, then the Landlord shall so notify Tenant. Tenant agrees that upon
such notification, Tenant, with its architect, shall promptly (and not later
than Three (3) business days after the date of Landlord's said notice) inspect
the Premises and furnish to Landlord a list of all items of Work which remain
unfinished and/or which are in need of correction or repair (hereinafter
referred to as the "Punch List"). Tenant agrees that at the request of Landlord
from time to time thereafter, Tenant will promptly furnish to Landlord revised
Punch Lists reflecting completion of any prior Punch List items. It is mutually
agreed that if the Punch List or any revised Punch List consists only of items
that can be completed within a relatively short period of time, and if the
non-completion of such Punch list items would not materially impair Tenant's use
or occupancy of the Premises, then, in such event, Tenant will acknowledge in
writing that


<PAGE>   55


the Work is substantially completed and accepts possession of the Premises,
provided however, that such acknowledgment or acceptance shall not relieve
Landlord of its obligations to promptly complete all such Punch List items. The
Work shall be deemed to be substantially completed on the date (the "Substantial
Completion Date") which is the earlier of either (i) the date on which Tenant
acknowledges that the Work is so substantially completed, or (ii) the date on
which the Work is determined to be substantially completed by Landlord's
architect or interior space planner for the Building (with the concurrence of
Tenant's Interior Space Planner [in the exercise of its reasonable judgment])
pursuant to the provisions of this Paragraph 6.

         7. Miscellaneous.

                  (a) Except as expressly set forth herein and in the Lease,
         Landlord has no other agreement with Tenant and has no other obligation
         to do any other work or pay any amounts with respect to the Premises.
         Any other work in the Premises which may be permitted by Landlord
         pursuant to the terms and conditions of the Lease shall be done at
         Tenant's sole cost and expense and in accordance with the terms and
         conditions of the Lease.

                  (b) This Work Letter shall not be deemed applicable to the
         Storage Space or to any additional space added to the original Premises
         at any time or from time to time, whether by any options under the
         Lease or otherwise, or to any portion of the original Premises or any
         additions thereto in the event of a renewal or extension of the Initial
         term of the Lease, whether by any options under the Lease or otherwise,
         unless expressly so provided in the Lease or any amendment or
         supplement thereto.

                  (c) The failure by Tenant to pay any monies due Landlord
         pursuant to this Work Letter within the time period herein stated shall
         be deemed a default under the terms of the Lease for which Landlord
         shall be entitled to exercise all remedies available to Landlord for
         nonpayment of rent. All late payments shall bear interest and shall be
         subject to late charges as provided in the Lease.

                  (d) This Work Letter is being executed in conjunction with the
         Lease and is subject to each and every term and condition thereof,
         including, without limitation, the limitations of liability set forth
         therein.

                  (e) Tenant shall be solely responsible to determine at the
         site all dimensions of the Premises and the Building that affect any
         work to be performed by or for Tenant hereunder.



<PAGE>   56

         IN WITNESS WHEREOF, the parties hereto have executed this Lease to be
effective on the day and year first above written.



                                 LANDLORD:

                                 ROSA POINT II, LLC


                             By: /s/ R. Michael Campbell
                                -----------------------------------------
                                 R. Michael Campbell, Managing Member



                             By: /s/ John R. Schaefer
                                -----------------------------------------
                                 John R. Schaefer, Managing Member


                                 TENANT:

                                 SBS TECHNOLOGIES,  INC.



                                 By: /s/ Christopher J. Amenson
                                    -------------------------------------
                                    Christoper J. Amenson, Chairman & CEO